Common use of Collection of Accounts; Payments Clause in Contracts

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantor to the following sentencecontrary, each Loan Party the Grantor shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent’s trustee, each Loan Party and shall have established immediately deliver all payments in their original form duly endorsed in blank into a Payment Account and established for the account of the Grantor at a related Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of its Accounts (other than the Other Affiliate Accounts) at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and other documentation acceptable to the Agent and Agent. The Grantor shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any (other Collateral or any other payments of any sourcethan the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Grantor or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and such Grantor’s control and withdrawals by the applicable Loan Party shall not be permitted until unless a Cash Control Termination Event occursDominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent's ’s designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party with respect to Accounts (other than the Other Affiliate Accounts) that the such Accounts of such Loan Party have been assigned to the Agent and of the Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Grantor, at the Agent's ’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party (other than the Other Affiliate Accounts) are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's ’s sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)Lenders. (dc) In the event one or more of the Borrower or Loan Parties repay Grantor repays all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantor’s Loan Account on the day of upon the Agent's ’s receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent’s trustee, each Loan Party and shall have established immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account and established for the account of the Grantors at a related clearing bank acceptable to the Agent, subject to a blocked account agreement. In addition, the Grantors shall maintain a lock-box service for collections of its Accounts at the Bank or another Clearing Bank a clearing bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent and Agent. The Grantors shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box service or Payment Account or directly by a Loan Party any Grantor or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's ’s sole dominion and control and withdrawals by the applicable Loan Party Grantors shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's ’s designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan PartyGrantor, at the Agent's ’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date.; (b) If if sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives.; (c) All paymentsduring any period other than a Cash Dominion Period, including immediately available funds all payments received by the Agent at a bank designated by itin the lock-box service or Payment Account will be credited to the Operating Account (conditioned upon final collection); during any Cash Dominion Period, all payments received by the Agent on account of Accounts of a Loan Party in the lock-box service or as proceeds of other Collateral Payment Account will be the Agent's ’s sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional conditioned upon final collection).; and (d) In in the event one or more of the Borrower or Loan Parties repay any Grantor repays all of the Secured Obligations upon the termination of this the Credit Agreement or upon acceleration of the Secured Obligations, other than through the Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantors’ Loan Account on the day of upon the Agent's ’s receipt of immediately available funds.

Collection of Accounts; Payments. Beginning on or after the Final Maturity Date, in the event any of the Obligations remain unpaid: (a) Subject Until the Secured Party notifies the Debtor to the following sentencecontrary, each Loan Party the Debtor shall make collection of all of its Accounts and other Collateral for the AgentSecured Party, shall receive all payments as the Secured Party's trustee, and shall, if so requested in writing by the Secured Party, immediately deliver all payments in their original form duly endorsed in blank to the Secured Party or, during the existence of an Event of Default if so requested in writing by the Secured Party, shall deposit the same into a blocked deposit account established for the Debtor at a bank acceptable to the Secured Party and subject to documentation reasonably acceptable to the Secured Party. Within ninety (90) days after When an Event of Default exists, if the Closing DateDebtor is so requested in writing by the Secured Party, each Loan Party the Debtor shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank acceptable to the Agent and, in each case, subject Secured Party and pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the Agent and Secured Party. If such lock-box service is established, the Debtor shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Debtor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Secured Party's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Secured Party in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxduly endorsed in blank. All collections and other payments received in any such lock-box or Payment Account blocked deposit account or directly by a Loan Party or the Agent Secured Party, and all funds in any Payment Account or other blocked deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the AgentSecured Party's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Secured Party or the AgentSecured Party's designee may, at any time after the occurrence of a Combined Availability Threshold Event or when an Event of Default and until a Cash Control Termination Event occursexists, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent Secured Party and of the AgentSecured Party's security interest therein, and may collect them directly and charge the collection costs and out-of-pocket expenses to the Borrower's Loan Account Debtor. So long as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Debtor, at the AgentSecured Party's written request, shall execute and deliver to the Agent Secured Party such documents as the Agent Secured Party shall require to grant the Agent Secured Party access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Debtor shall, if so requested by the Secured Party shall in writing, immediately deliver to the Agent Secured Party or deposit into a Payment Account blocked deposit account the cash which such Loan Party the Debtor receives. (c) All payments, payments (including immediately available funds received by the Agent Secured Party at a bank designated by it, ) received by the Agent Secured Party on account of the Accounts of a Loan Party the Debtor or as proceeds of other Collateral solely in an amount up to the then aggregate amount of the Obligations will be the AgentSecured Party's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account Obligations (conditional upon final collectioncollection upon receipt by the Secured Party). (d) In , and any excess thereof shall be the event one or more sole property of the Borrower or Loan Parties repay all of Debtor and shall be immediately delivered to and/or deposited for the Obligations upon account of, the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsDebtor.

Collection of Accounts; Payments. Beginning on or after the Maturity Date, (a) Subject until the Secured Party notifies the Debtor to the following sentencecontrary, each Loan Party the Debtor shall make collection of all of its Accounts and other Collateral for the AgentSecured Party, shall receive all payments as the Secured Party's trustee, and shall, if so requested in writing by the Secured Party, immediately deliver all payments in their original form duly endorsed in blank to the Secured Party or, during the existence of a Default if so requested in writing by the Secured Party, shall deposit the same into a blocked deposit account established for the Debtor at a bank acceptable to the Secured Party and subject to documentation reasonably acceptable to the Secured Party. Within ninety (90) days after When an Event of Default exists, if the Closing DateDebtor is so requested in writing by the Secured Party, each Loan Party the Debtor shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank acceptable to the Agent and, in each case, subject Secured Party and pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the Agent and Secured Party. If such lock-box service is established, the Debtor shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Debtor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Secured Party's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Secured Party in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxduly endorsed in blank. All collections and other payments received in any such lock-box or Payment Account blocked deposit account or directly by a Loan Party or the Agent Secured Party, and all funds in any Payment Account or other blocked deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the AgentSecured Party's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Secured Party or the AgentSecured Party's designee may, at any time after the occurrence of a Combined Availability Threshold Event or when an Event of Default and until a Cash Control Termination Event occursexists, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent Secured Party and of the AgentSecured Party's security interest therein, and may collect them directly and charge the collection costs and out-of-pocket expenses to the Borrower's Loan Account Debtor. So long as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Debtor, at the AgentSecured Party's written request, shall execute and deliver to the Agent Secured Party such documents as the Agent Secured Party shall require to grant the Agent Secured Party access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Effective on the Closing Date the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) with the Collateral Agent into which all Account collections and other proceeds of Revolving Facility First Lien Collateral will be deposited (and the Loan Parties shall promptly transfer to the following sentencePrimary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, each or received directly by any Loan Party Party), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall make collection have the right to apply funds on deposit in or credited to the Primary Payment Account to any outstanding Revolving Loans and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of its this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts and other Collateral Availability Triggering Event, the power to give stop payment orders for the Agent. Within any items being presented to such accounts for payment. (b) No later than ninety (90) days after from the Closing DateDate or such later time as the Collateral Agent shall agree, each the Loan Party Parties shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank Banks acceptable to the Collateral Agent and, in each casewith respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Collateral Agent, subject to a Blocked Account Agreement Agreements and other documentation reasonably acceptable to the Agent and Collateral Agent. The Loan Parties shall have instructed each instruct all Account Debtor Debtors with respect to Accounts to make all payments directly to such Payment Account or to the address established for each such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that or electronically into such instructions have been givenlock-box accounts. If, notwithstanding such instructions, a any Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall immediately (and not less often then daily) deliver such payments to the Collateral Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until the occurrence of a Combined During an Accounts Availability Threshold Event or an Event of DefaultTriggering Event, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All all collections and other payments received in any such lock-box or Payment Account or directly by a any Loan Party or the Agent Collateral Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Collateral Agent's ’s sole dominion and control and withdrawals by the applicable any Loan Party shall not be permitted until a Cash Control Termination Event occurspermitted; provided, however, that, in the absence of an Accounts Availability Triggering Event, all collections received in any lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Borrowers’ exclusive right of withdrawal. The Collateral Agent or the Agent's its designee may, at any time after the occurrence and during the continuation of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, upon notice to Metals USA, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Collateral Agent and of the Collateral Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Partythe Borrowers, at the Collateral Agent's ’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall require reasonably request to grant the Collateral Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (bc) If sales of Inventory of a Loan Party are made or services are rendered by any Loan Party for cash, the applicable such Loan Party shall immediately deliver to promptly deposit such cash into the Primary Payment Account. (d) Except as otherwise provided in this Section 6.9, all payments received by the Collateral Agent or deposit into in a bank account, an account separate from the Primary Payment Account, a Payment Account the cash which such Loan Party receives. (c) All paymentsor a lock-box account, including immediately available funds received designated by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit Parties and the benefit of the Lenders and Collateral Agent will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m. (New York, New York time)); provided that the Loan Parties shall compensate the Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this Section 6.9(d). (de) In the event one or more of the Borrower or Loan Parties repay all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made and any Obligations relating to Bank Products) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on the day date of the Collateral Agent's ’s receipt of such funds if such funds are collected funds or other immediately available fundsfunds if received by 3:00 p.m. (New York, New York time) or (ii) one (1) Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank acceptable to the Agent and pursuant to documentation satisfactory to the Agent. The Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing One (1) Business Day for collection after such receipt of good funds by the Agent; provided, however, that such payments shall be deemed to be credited to the Borrower's Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the unused line fee pursuant to Section 3.5, and (iii) calculating the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower). (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrowers to the following sentencecontrary, each Loan Party the Borrowers shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent's trustee, each Loan Party and shall have established immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Agent's request, as the Agent may direct. If the Agent requests, each Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank mutually acceptable to the Agent and such Borrower and pursuant to documentation satisfactory to the Agent. If such lock-box service is established, such Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party such Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Agent and subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the relevant Borrower's Loan Account loan account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at At the Agent's request, the relevant Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party relevant Borrower shall immediately deliver to the Agent or deposit cause to be deposited into a Payment Account the cash identical checks, cash, or other forms of payment which such Loan Party Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, payments received by the Agent on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will shall be the Agent's sole property for its benefit and property. Collected funds received in the benefit of the Lenders and will Agent's account by 1:00 p.m. (New York City time) on any day shall be credited to the Borrowerrelevant ▇▇▇▇▇▇▇▇'s Loan Account (conditional upon final collection)loan account on such day. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the relevant Borrower's Loan Account on the day of loan account one Business Day after the Agent's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after of the Closing Date, each Loan Party the Borrower shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank Banks acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement Agreements and other documentation acceptable to the Agent Agent. The Borrower shall instruct, and shall have instructed each with respect to all Accounts purchased from an RPA Seller under the RPA will cause such RPA Seller to instruct, all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for each such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Borrower shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Party, the Borrower at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cashWith respect to Accounts purchased by the Borrower from an RPA Seller, the applicable Loan Party shall immediately deliver Borrower has designated and appointed such RPA Seller to service such Accounts pursuant to, and as provided, by the RPA. The Borrower will cause each such RPA Seller to service such Accounts in compliance with the RPA and in compliance the requirements of this Agreement. The Agent or deposit into a Payment Account may terminate such RPA Seller as servicer of any such Accounts as provided by the cash which such Loan Party receivesRPA. (c) All payments, including immediately available funds payments received by the Agent at in a bank account designated by it, received by the Borrower and the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 2:00 p.m. (Dallas, Texas time); PROVIDED that the Borrower shall compensate the Bank for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this SECTION 6.9(c). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on the day date of the Agent's receipt of immediately available such funds if such funds are collected funds or (ii) one (1) Business Day after the Agent's receipt of such funds if such funds are uncollected funds. (e) The Borrower instructs the Agent to disburse all collected funds in respect of proceeds of Accounts of the Borrower purchased from an RPA Seller coming into the Agent's possession at any time when there are no outstanding Obligations to the "Agent" (as defined in the Metals Loan Agreement) for the account of the Borrower in respect of the outstanding balance of the RPA Seller Note owing by the Borrower to such RPA Seller, unless the Borrower has notified the Agent that there is no loan balance on such Seller Note in which case such amounts shall be disbursed to the Borrower if no Default or Event of Default is then in existence, or if any Default or Event of Default is then in existence, held as cash collateral for the Obligations, if any, thereafter arising.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety , shall receive all payments as the Agent’s trustee, and shall promptly (90but in no event later than one Business Day after such receipt) days after deliver all payments in their original form duly endorsed in blank (or otherwise cause the Closing Date, each Loan Party shall have established deposit of all such payments (in a manner consistent with past practices)) into either (i) a Payment Account and established for the account of a related lock-box service for collections Loan Party at ASB (or with the prior written consent of its Accounts the Agent, at the Bank or another Clearing Bank bank acceptable to the Agent and(▇▇▇▇▇ Fargo Bank, in each case, N.A. being deemed acceptable to the Agent) and subject to a Blocked Account Agreement and other documentation acceptable to Agent) or (ii) to the Concentration Account; provided, however, after giving effect to the foregoing delivery (or deposit) into a Payment Account or the Concentration Account, in no event shall the balance in any account that is not subject to the “control” (as defined in the UCC) of the Agent exceed $10,000. On or prior to the date hereof, New World shall enter into a restricted account agreement with ▇▇▇▇▇ Fargo Bank, N.A. in respect of the Concentration Account, pursuant to documentation and otherwise in form and substance satisfactory to the Agent. Each Loan Party shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box restricted account or Payment Account or directly by a Loan Party or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, shall upon the occurrence request of the Agent be remitted to the Agent to be applied to the payment of the Obligations (or if the restricted account and/or Payment Account is maintained at a Combined Availability Threshold Event or an Event of Defaultbank other than ASB, such service and/or Payment Account, as appropriate, shall be subject to blocked account arrangements acceptable to the Agent's sole dominion and control and withdrawals by , which will provide that upon the applicable Loan Party request of the Agent all collections shall not be permitted until a Cash Control Termination Event occursremitted to the Agent for application to the payment of the Obligations). The Agent or the Agent's ’s designee may, at any time after during the occurrence continuation of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's any one or more Loan Account Party’s Loan Accounts as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Party, at the Agent's ’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable each Loan Party shall immediately promptly (but in any event no later than one Business Day thereafter) deliver to the Agent or deposit into a Payment Account the any cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's ’s sole property for its benefit and the benefit of the Agent and the Lenders and will be credited to the Borrower's applicable Loan Party’s Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination date of this Agreement or upon acceleration of receipt by the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) Agent if received prior to the Borrower's Loan Account 2:00 p.m. New York City time and on the day of Business Day following receipt by the Agent's receipt of immediately available fundsAgent if received after 2:00 p.m. New York City time.

Collection of Accounts; Payments. (a) Subject Until Agent notifies the Borrower to the following sentencecontrary in writing, each Loan Credit Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyCredit Party at a Clearing Bank acceptable to Agent, subject to a Blocked Account Agreement. To On or prior to the extent that date hereof, each Credit Party shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to Agent and subject to a Blocked Account Agreement and other documentation acceptable to Agent. The Credit Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, a Credit Party receives any proceeds of Accounts, it shall receive such payments as Agent's trustee, and shall immediately deliver such payments to Agent has dominion in their original form duly endorsed in blank or deposit them into a Payment Account, as Agent may direct in writing. All collections received in any lock-box or Payment Account or directly by a Credit Party or Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's control pursuant to the terms of any Payment Accounts under applicable Blocked Account Agreement. Agent or Agent's designee may, at any time after the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or occurrence of an Event of Default does not exist Default, notify Account Debtors in writing that the Accounts have been assigned to Agent and of Agent's security interest therein, and may collect them directly and charge the reasonable collection costs and expenses to the Loan Account as a Revolving Loan. Upon the occurrence and during the continuance of an Event of Default, the Closing DateCredit Parties, at Agent's written request, shall execute and deliver to Agent such documents as Agent shall require to grant Agent access to any post office box in which collections of Accounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Credit Parties shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds payments received by the Agent in a Payment Account or at a any other bank account designated by itAgent in writing, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (din accordance with Section 3.7(a) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsCredit Agreement.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary in writing, each Loan Credit Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing DateLender, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's Lender’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyCredit Party at a Clearing Bank acceptable to Lender, subject to a Blocked Deposit Account Control Agreement. To On or prior to the extent that date hereof, each Credit Party shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent has dominion Lender and subject to a Deposit Account Control Agreement and other documentation acceptable to the Lender. The Credit Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, a Credit Party receives any proceeds of Accounts, it shall receive such payments as the Lender’s trustee, and shall immediately deliver such payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Lender may direct in writing. All collections received in any lock-box or Payment Account or directly by a Credit Party or the Lender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Lender’s control pursuant to the terms of any Payment Accounts under applicable Deposit Account Control Agreement. Subject to the DIP Loan Agreement on terms of the Closing DateIntercreditor Agreement, the Agent shall release such control and dominion as long as Combined Availability Threshold Event Lender or the Lender’s designee may, at any time after the occurrence of an Event of Default does not exist as Default, notify Account Debtors in writing that the Accounts have been assigned to the Lender and of the Closing DateLender’s security interest therein, and may collect such Accounts directly, at the Borrower’s expense. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Credit Parties, at the Lender’s written request, shall execute and deliver to the Lender such documents as the Lender shall require to grant the Lender access to any post office box in which collections of Accounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Credit Parties shall immediately deliver to the Agent Lender or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments as the Closing DateLender's trustee, each Loan Party and shall have established immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account and Account, as the Lender may direct. If the Lender requests, the Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. If such lock-box service is established, the Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account, as the Lender may direct. Until Unless the occurrence of a Combined Availability Threshold Event or an Event of DefaultLender otherwise directs, the Loan Parties shall have sole dominion and control of the transfer of funds from the Initial Payment Account and such lock-boxshall be the only Payment Account for purposes of this Agreement. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence and during the continuance of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales At any time following the earliest to occur of Inventory (i) the delivery of a Loan Party are made the first Notice of Borrowing under this Agreement, (ii) an Event or services are rendered for cashEvent of Default, or (iii) Availability becoming less than four million dollars ($4,000,000), the applicable Loan Party Lender shall immediately deliver have the right to instruct the Initial Payment Account Bank to remit, by automatic standing wire transfer, on each Business Day, all available amounts in the Initial Payment Account to the Agent or deposit into a Payment Account the cash which Lender (and such Loan Party receivesamounts shall be applied in accordance with Section 4.3). (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will shall be the AgentLender's sole property for its benefit and subject to the benefit of Lender's sole control. If such payments are received by the Lenders and will Lender at or prior to 2:00 p.m., New York City time, on any Business Day, such payments shall be credited to the Borrower's Loan Account loan account (conditional upon final collection)) on such Business Day. If such payments are received by the Lender after 2:00 p.m., New York City time, on any Business Day, such payments shall be credited to the Borrower's loan account (conditional upon final collection) on the next Business Day. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will shall be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsloan account in accordance with Section 7.10(c).

Collection of Accounts; Payments. (a) Subject Until the Agent notifies a Grantor to the following sentencecontrary, each Loan Party the Grantors shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's ’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, each Grantor shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Grantor receives any proceeds of Accounts, it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent’s sole control and withdrawals by any Grantor shall not be permitted. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion as of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Grantors. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, each Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject On or prior to the following sentencedate hereof, each Loan Party the Grantors shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts and payment intangibles at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and other documentation acceptable to the Agent Agent. The Grantors shall promptly and shall have instructed each thereafter instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceand payment intangibles, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. Agent may direct. (b) All collections and other payments of each Grantor received in any such lock-box or Payment Account or directly by a Loan Party any Grantor or the Agent Agent, and all funds in any such Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Grantors shall not be permitted until permitted. (c) All collections of any Person other than a Cash Control Termination Event occurs. Grantor received in any lock-box or Payment Account or directly by any such Person or the Agent, and all funds in any such Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by any Grantor shall not be permitted. (d) The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event Default or an Event of Default and until a Cash Control Termination Event occurshas occurred, notify the Grantors' Account Debtors of a Loan Party that the Grantors' Accounts of such Loan Party and payment intangibles have been assigned to the Agent and of the Agent's security interest therein, and may collect them such Accounts and payment intangibles directly and charge the collection costs and expenses against the proceeds received or to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Partythe Grantors, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of the Grantors' Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (ce) All payments, including immediately available funds funds, received by the Agent at a bank designated by it, whether or not received by the Agent on account as proceeds of any Grantor's Accounts of a Loan Party and payment intangibles or as proceeds of other Collateral Collateral, including, without limitation, collections transferred to the Agent pursuant to this Section 2.10, will be the Agent's sole property property, for its benefit and the benefit of the Lenders Agent and will the Lenders, and all such payments shall be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day collected funds are received (if received prior to 2:00 p.m. Dallas, Texas time). (df) If sales of Inventory are made or services are rendered by any Grantor for cash, such Grantor shall immediately deliver, or cause to be delivered to the Agent or deposit into a Payment Account, the cash which such Grantor receives. (g) In the event one or more of the Borrower or Loan Parties repay all of the Secured Obligations are repaid upon the termination of this Agreement or upon acceleration of the Secured Obligations, other than through the Agent's receipt of payments on account of the Grantors' Accounts of any of the Loan Parties and payment intangibles or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower and the Guarantors shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Borrower and the Guarantors at a Clearing Bank reasonably acceptable to the Agent, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on Within ten (10) days following the Closing Date, the Borrower and each Guarantor shall establish a lock-box service for collections of Accounts at a Clearing Bank reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent. If such lock-box service is established, the Borrower and the applicable Guarantor shall release instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Borrower or any Guarantor receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Borrower or any Guarantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and dominion withdrawals by the Borrower and the Guarantors shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence and during the continuation of an Event of Default, notify Account Debtors that the Accounts have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Borrower and each Guarantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the Borrower or the applicable Loan Party Guarantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which the Borrower or such Loan Party Guarantor receives. (c) All payments, including immediately available funds payments received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)collection of immediately available funds with respect thereto. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's upon receipt of immediately available fundsfunds by Agent.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and other documentation acceptable to the Agent and Agreement. The Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shallshall be subject to the Borrower’s control at any time prior to the Cash Dominion Trigger Date, and upon the earlier to occur of (i) three (3) Business Days following any such date, or (ii) the occurrence of a Combined Availability Threshold Event Default or an Event of DefaultDefault (in either case, a “Cash Dominion Event”), the Agent shall be the only Person entitled to give the Clearing Bank instructions directing disposition of funds in such Payment Account or other account to which such collections are deposited without further consent by the Borrower; provided, however, that upon and after a Cash Dominion Event, no collections received in such Payment Account or other account may be used to fund an account maintained with the Bank solely for the purpose of holding cash collateral and cash equivalent that secure obligations of the Parent and its Subsidiaries in respect of Bank Products, letters of credit and other financial accommodations provided from time to time by the Bank and which are subject to a Lien in favor of the Agent's sole dominion and control and withdrawals by Bank permitted under clause (l) of the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. definition of “Permitted Liens.” The Agent or the Agent's ’s designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's ’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (bj) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any Section 7.3 of the Loan Parties Agreement is hereby amended by adding a new clause (n) thereto which shall read as follows: (n) Immediately after becoming aware of (i) the occurrence of a Cash Dominion Trigger Date, (ii) an event that would result in an Enhanced Covenant Period, (iii) a Reduction Event, or proceeds of the other Collateral, such payment will be credited (conditional upon final collectioniv) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsTrigger Date.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent, shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account established for the account of the Grantors at a Clearing Bank acceptable to the Agent, subject to a blocked account agreement. Within ninety thirty (9030) days after the Closing Date, each Loan Party the Grantors shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent and Agent. The Grantors shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box service or Payment Account or directly by a Loan Party any Grantor or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Grantors shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan PartyGrantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional conditioned upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay any Grantor repays all of the Secured Obligations upon the termination of this the Credit Agreement or upon acceleration of the Secured Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantors' Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject During an Accounts Availability Triggering Event, the Collateral Agent shall have the right to apply funds on deposit in or credited to the following sentence, each Loan Party shall make collection of all of its Accounts Primary Payment Account to any outstanding Loans and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party Borrowers shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each caseright, subject to a Blocked Account Agreement the terms and other documentation acceptable conditions of the ABL Credit Agreement, to request Borrowings thereunder and direct the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givendisposition of Loan proceeds. If, notwithstanding such instructions, a Loan Party receives any proceeds of During an Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of DefaultTriggering Event, the Loan Parties shall have sole dominion and control of not be entitled to present items drawn on or otherwise to withdraw or direct the transfer dispositions of funds from the Primary Payment Account and such lock-boxAccount. All collections and other payments received in any such lock-box or Payment Account or directly by a The Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Parties shall not be permitted entitled to close the Primary Payment Account until all Obligations are paid and performed in full or a Cash Control Termination Event occurssubstitute Primary Payment Account (which shall be a Controlled Account) has been opened and designated as the Primary Payment Account. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of the ABL Credit Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Non-Exempt Deposit Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under the ABL Credit Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Non-Exempt Deposit Account with the Collateral Agent or the Agent's designee may, at as to any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned other matters relating to the Agent foregoing includes, without limitation, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented to such accounts for payment (it being understood that to the extent the terms and conditions of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party ABL Credit Agreement for Borrowings are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cashsatisfied, the applicable Loan Party shall immediately deliver may request the Administrative Agent to the Agent or deposit into a Payment Account the cash which honor items presented to such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as accounts for payment with proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collectionLoans). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. Beginning on or after the Final Maturity Date, in the event any of the Obligations remain unpaid: (a) Subject Until the Secured Party notifies the Grantors to the following sentencecontrary, each Loan Party the Grantors shall make collection of all of its Accounts and other Collateral for the AgentSecured Party, shall receive all payments as the Secured Party's trustee, and shall, if so requested in writing by the Secured Party, immediately deliver all payments in their original form duly endorsed in blank to the Secured Party or, during the existence of an Event of Default if so requested in writing by the Secured Party, shall deposit the same into a blocked deposit account established for the Grantors at a bank acceptable to the Secured Party and subject to documentation reasonably acceptable to the Secured Party. Within ninety (90) days after When an Event of Default exists, if any Grantor is so requested in writing by the Closing DateSecured Party, each Loan Party such Grantor shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank acceptable to the Agent and, in each case, subject Secured Party and pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the Agent and Secured Party. If such lock-box service is established, such Grantor shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party such Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Secured Party's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Secured Party in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxduly endorsed in blank. All collections and other payments received in any such lock-box or Payment Account blocked deposit account or directly by a Loan Party or the Agent Secured Party, and all funds in any Payment Account or other blocked deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the AgentSecured Party's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Secured Party or the AgentSecured Party's designee may, at any time after the occurrence of a Combined Availability Threshold Event or when an Event of Default and until a Cash Control Termination Event occursexists, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent Secured Party and of the AgentSecured Party's security interest therein, and may collect them directly and charge the collection costs and out-of-pocket expenses to the Borrower's Loan Account such Grantor. So long as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan PartyGrantor, at the AgentSecured Party's written request, shall execute and deliver to the Agent Secured Party such documents as the Agent Secured Party shall require to grant the Agent Secured Party access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, each Grantor shall, if so requested by the applicable Loan Secured Party shall in writing, immediately deliver to the Agent Secured Party or deposit into a Payment Account blocked deposit account the cash which such Loan Party Grantor receives. (c) All payments, payments (including immediately available funds received by the Agent Secured Party at a bank designated by it, ) received by the Agent Secured Party on account of the Accounts of a Loan Party the Grantors or as proceeds of other Collateral solely in an amount up to the then aggregate amount of the Obligations will be the AgentSecured Party's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account Obligations (conditional upon final collectioncollection upon receipt by the Secured Party). (d) In , and any excess thereof shall be the event one or more sole property of the Borrower or Loan Parties repay all of Grantors and shall be immediately delivered to and/or deposited for the Obligations upon account of, the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsGrantors.

Collection of Accounts; Payments. (ai) Subject Each Borrower, jointly and -------------------------------- severally, agrees to establish, within 30 days after the Closing Date (or such later date as may from time to time be consented to by the Agent, the "Deadline"), a system (the "Cash Dominion System") of depository accounts -------- -------------------- (together with accounts opened from time to time pursuant to clause (ii) hereof "Payment Accounts") into which each such Borrower shall promptly deposit or ---------------- cause to be deposited all cash proceeds, store receipts, collections of Accounts and other moneys whatsoever (collectively, "Cash Proceeds") received by it or ------------- any other Person on its behalf. Each Borrower represents that on or prior to the following Closing Date it has provided to the Agent a true and complete list of all depository accounts maintained by it with any banks or financial institutions as of the Closing Date into which Cash Proceeds are deposited. Each Borrower further agrees (I) to execute and deliver to the Agent with respect to each such Payment Account maintained by it on or prior to the Deadline, a blocked account agreement or lockbox agreement in form satisfactory to the Agent (collectively, the "Collection Account Agreements"), and (II) to use reasonable efforts, with ----------------------------- the co-operation of the Agent, to cause the banks ("Depository Banks") with ---------------- which the Payment Accounts are maintained to execute and deliver to the Agent on or prior to the Deadline, a Collection Account Agreement. In the event that, notwithstanding the efforts of the Borrowers pursuant to the preceding sentence, a Depository Bank does not execute a Collection Account Agreement with respect to the relevant Payment Account on or prior to the Deadline, such Borrower shall cease to deposit Cash Proceeds in such Payment Account unless and until such Depository Bank executes a Collection Account Agreement. Each Borrower further agrees that all amounts received by it from any Person (whether as a dividend, loan or otherwise) shall be deposited directly into Payment Accounts. (ii) Each Borrower agrees that it shall not open a bank or similar account after the Closing Date into which Cash Proceeds are deposited unless the relevant Depository Bank and such Borrower shall have executed and delivered a Collection Account Agreement, with respect to such Payment Account . (iii) Notwithstanding the establishment of the Cash Dominion System, until the Agent or, as appropriate, Security Trustee, notifies either Borrower to the contrary, each Loan Party Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections benefit of its Accounts at the Bank or another Clearing Bank acceptable to the Agent andor, as appropriate Security Trustee, and whether or not an Event of Default has occurred, any Cash Proceeds (including, without limitation, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment payment of any Account or to the address established in payment for such lock-box service any Inventory or otherwise) that are not received and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily deposited directly into a Payment Account. Until , when collected by any Borrower, shall be promptly deposited by such Borrower in a Payment Account, in precisely the form received, except for its endorsement when required, and until so turned over, shall be deemed to be held in trust by such Borrower for and as the Agent's or, as appropriate, Security Trustee's property, and shall be held separately from such Borrower's other funds. (iv) Notwithstanding anything to the contrary herein, the terms of the Collection Account Agreements shall provide (I) in the case of the U.K. Borrower, that the Agent or Security Trustee has exclusive control over the Payment Accounts of the U.K. Borrower and all funds are to be wire transferred to the Agent or Security Trustee daily and (II) in the case of the Canadian Borrower, (A) upon the occurrence and during the continuance of a Combined Availability Threshold any Event or an Event of Default, the Loan Parties shall have sole dominion and Agent has exclusive control over the Payment Accounts of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent Canadian Borrower and all funds in any Payment Account or other deposit account are to which such collections or payments are deposited shallbe wire transferred to the Agent daily and, upon (B) until the occurrence and during the continuance of a Combined Availability Threshold any Event or an Event of Default, be subject the Borrower's authority with respect to funds in such Payment Accounts is limited to transferring such funds to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. . (v) The Agent or the Agent's designee or, in the case of the U.K. Borrower, the Security Trustee may, at any time after the occurrence of a Combined Availability Threshold Event or an any Event of Default and until a Cash Control Termination Event occursDefault, publish notice of the Security Interest of the Agent or, in the case of the U.K. Borrower, the Security Trustee and/or Lenders, signify Accounts or otherwise notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been hypothecated or assigned to the Agent and/or Lenders or, in the case of the U.K. Borrower, the Security Trustee and of the Agent's security interest Security Interest therein, and may collect them directly and charge the reasonable collection costs and expenses to the applicable Borrower's Loan Account loan account as a Canadian Revolving Loan or U.K. Revolving Loan, as the case may be. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at At the Agent's or, in the case of the U.K. Borrower, the Security Trustee's request, each Borrower shall execute and deliver to the Agent or, in the case of the U.K. Borrower, the Security Trustee such documents as the Agent or, in the case of the U.K. Borrower, the Security Trustee shall require to grant the Agent or, in the case of the U.K. Borrower, the Security Trustee access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (bvi) If Without limiting the generality of the foregoing, if sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Borrower shall immediately deliver to the Agent or, in the case of the U.K. Borrower, the Security Trustee or deposit into a the Payment Account (for the cash Agent and Lenders) the identical cheques, cash, or other forms of payment which such Loan Party Borrower receives. (cb) All payments, including immediately available funds Payments received by the Agent at a bank designated by itor, received by in the Agent case of the U.K. Borrower, the Security Trustee on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the Agent's or, in the case of the U.K. Borrower, the Security Trustee's (for the Agent and the other applicable Lenders) sole property for its benefit and the benefit of the Lenders and will be credited promptly to the applicable Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on loan account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsupon receipt.

Collection of Accounts; Payments. (a) Subject The Borrowers shall have established on or prior to the following sentence, each Loan Party shall make collection Closing Date lock-box services for the establishment of all Payment Accounts and for collections of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation banks reasonably acceptable to the Agent and pursuant to documentation satisfactory to the Agent (including that such documentation shall have instructed each provide for such Payment Accounts and all amounts deposited therein to be subject to the first priority and sole Lien of the Agent for the benefit of the Agent and the Lenders). The Borrowers shall instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address addresses established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservices. If, notwithstanding such instructions, a Loan Party any Borrower receives any proceeds of Accounts or if a Loan Party any Borrower receives any payments on account of any other Collateral or any other payments of any source, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent Borrowers and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control control. Each Payment Account shall be governed by an agreement among the relevant Borrower, the depository bank (which bank shall be acceptable to the Agent) and withdrawals the Agent, in form and substance acceptable to the Agent which shall provide, among other things, that (i) after the occurrence of an Event of Default or (ii) if Combined Availability is below $20,000,000, the Agent shall have the right to notify the depository bank that all amounts deposited in such Payment Account shall thereafter be transferred to an account of the Agent on a daily basis. All payments so received by the applicable Agent would be credited to the Borrowers' Loan Party shall not be permitted until a Cash Control Termination Event occursAccount on the date on receipt of good funds, if such good funds are received by 2:00 p.m. (New York City time) on such day and if received by the Agent after such time on the next Business Day. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Borrowers' Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrowers, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive . The Parent agrees to collect from Alpha Tube on a daily basis all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Datecash of Alpha Tube unless such collection is prohibited by the terms of the Alpha Tube Cash Flow Agreement. (ba) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Borrower receives. (cb) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Borrowers' Loan Account (conditional upon final collection) on the date of receipt of good funds by the Agent if such good funds are received prior to 2:00 p.m. (New York City time) on such date and otherwise one (1) Business Day after such date of receipt; provided, however, that such payments shall be deemed to be credited to the Borrowers' Loan Account immediately upon receipt for purposes of (i) determining Combined Availability, (ii) calculating the unused line fee pursuant to Section 3.4, and (iii) calculating the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). Any amounts remaining in the Borrowers' Loan Account in excess of the then outstanding Obligations shall upon the request of the Parent on behalf of the Borrowers be remitted to the Parent on behalf of the Borrowers. (dc) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers' Loan Account one (1) Business Day after the Agent's receipt of such funds unless such funds are received by the Agent prior to 11:00 a.m. (New York City time) on the day date of the Agent's receipt thereof, in which case such funds shall be credited (conditional upon final collection) to the Borrowers' Loan Account on the date of immediately available fundssuch receipt.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrowers to the following sentencecontrary, the Borrowers shall and shall cause each Loan other Credit Party shall to make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing DateLender, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the AgentLender's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a the Blocked Operating Account or the Payment Account established for with the account of Lender. The Borrowers shall instruct the Credit Card Provider to make all payments directly to the Payment Account. If, notwithstanding such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Dateinstructions, the Agent Borrowers receive any proceeds of Accounts, they shall release receive such control payments as the Lender's trustee, and dominion as long as Combined Availability Threshold Event shall immediately deliver such payments to the Lender in their original form duly endorsed in blank or deposit them into the Payment Account. After and during the continuance of an Event of Default does Default, all collections received in the Payment Account or directly by the Borrowers or the Lender, and all funds in any other account to which collections of Accounts are deposited, shall be subject to the Lender's sole control and withdrawals by the Borrowers shall not exist as be permitted. The Lender or the Lender's designee may, at any time after the occurrence of an Event of Default, notify any Account Debtor or the Credit Card Provider that the Accounts have been assigned to the Lender and of the Closing DateLender's security interest therein and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrowers shall immediately deliver to the Agent Lender or deposit into a Payment Account the cash which such Loan Party receivesthe Borrowers receive. (c) All payments, including immediately available funds received by the Agent at a bank designated by itfunds, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral Lender at the Payment Account, will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection); provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to Section 3.5 hereof. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the AgentLender's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) collection to the Borrower's Borrowers' Loan Account on or upon the day of the AgentLender's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Each Loan Party shall make collection of all of its Accounts Accounts, Inventory and other Collateral assets and Properties for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account (either directly or following deposit thereof in a deposit account maintained by each Loan Party at a bank acceptable to the Agent). Each Loan Party shall irrevocably direct each of the banks at which deposit accounts are established by such Loan Party to transfer, by same-day depositary transfer, ACH Transfer or Fed Wire Transfer, on a daily basis into a Payment Account all amounts on deposit in such deposit account. Notwithstanding the foregoing sentence, each Loan Party shall be entitled to retain cash at each store operated by such Loan Party (or at the respective operating bank account(s) for each such store) in amounts as are necessary for the day-to-day operation of each such store consistent with past practices in respect of each such store. Each Payment Account shall be maintained pursuant to an agreement (the "Payment Account Agreement") among the Borrowers, the Agent and the relevant financial institution substantially in the form of Exhibit G hereto, which shall provide, among other things, that amounts on deposit in the Payment Account may not be withdrawn by Parent or on behalf of any Borrower until such time as such financial institution shall have received written notice from the Agent and that all collected amounts in each Payment Account shall be transferred on a daily basis to the Agent's account for application to such Loans and/or other Obligations (and, on and after an Event or Event of such Loan PartyDefault, upon notice by the Agent to the Borrower, to be held as cash collateral for Letters of Credit in an amount equal to 105% of the undrawn amount of outstanding Letters of Credit). All funds in the Payment Account are subject to a Blocked Account Agreement. To the extent that the Agent has sole dominion and control of any Payment Accounts under the DIP Loan Agreement on Agent. On or before the Closing Date, the Borrowers shall deliver to the Agent shall release such control a Payment Account Agreement relating to the Payment Account. Each Borrower agrees to indemnify the Agent and dominion as long as Combined Availability Threshold Event or an Event each Lender against, and reimburse each on demand for, all costs incurred by the Agent and/or each Lender in connection with the Payment Account Agreement. Notwithstanding the termination of Default does not exist as this Agreement, until all of the Closing DateObligations shall have been fully paid and satisfied, the Borrowers shall continue to deposit, or cause to be deposited, into the Payment Account all collections of Accounts, Inventory and other cash proceeds of the assets and Properties of any Loan Parties. (b) If Upon sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable each Loan Party shall immediately deliver to promptly deposit the Agent or deposit proceeds thereof into a Payment Account the cash which depository account in compliance with Section 6.10(a) (and until so delivered or deposited, such payment shall be received by such Loan Party receivesin trust for the Agent). (c) All payments, including immediately available funds received by the Agent at a bank designated by it, payments received by the Agent on account of Accounts of a Loan Party Accounts, Inventory or as proceeds of other Collateral will be the Agent's sole property for its benefit assets and the benefit Properties of the Lenders and any Loan Parties will be credited to the Borrower's a Loan Account on the date of receipt of good funds by the Agent at its bank account in New York City if such good funds are received by the Agent by 12:00 noon (conditional upon final collection)New York time) and otherwise on the first Business Day thereafter. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other CollateralInventory, such payment will be credited (conditional upon final collection) to the Borrower's a Loan Account on the day Business Day of the Agent's receipt of immediately available fundsgood funds by the Agent at its bank account in New York City if such good funds are received by the Agent by 12:00 noon (New York time).

Collection of Accounts; Payments. (a) Subject Until the Lender notifies either Borrower to the following sentencecontrary, each Loan Party Borrower shall make collection of all of its Accounts Items and other Collateral for the AgentLender, shall receive all payments as the Lender's trustee, and shall immediately deliver all payments to the Lender or the Servicing Agent in their original form duly endorsed in blank or deposit them into a payment account established at the Lender's request, as the Lender may direct. Within ninety (90) days after If the Closing DateLender requests, each Loan Party the Borrowers shall have established establish with Lender a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable Items and pursuant to documentation satisfactory to the Agent andLender. If such lock-box service is established, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and Borrower shall have instructed each Account Debtor instruct all of its Customers to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party either Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceProceeds, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until payment account, as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-lock box or Payment Account payment account or directly by a Loan Party either Borrower or the Agent Lender, and all funds in any Payment Account payment account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving LoanGCC Account. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, each Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party Items or payments are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds Items and other payments received by the Agent at a bank designated by itLender for deposit to the GCC Account, received by the Agent on account of Accounts of a Loan Party or as proceeds including Proceeds of other Collateral Collateral, will be the AgentLender's sole property for its benefit and until deposited to the benefit of the Lenders GCC Account and will be credited to the Borrower's Loan Account against outstanding Obligations (conditional upon final collection). (dcollection and subject to other conditions and priorities of payment as provided herein) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the AgentLender's receipt and deposit of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrower to the following sentencecontrary, each Loan Party shall make collection of all of its Accounts and other Collateral relating to such Loan Party for the Agent, shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Borrower at a bank acceptable to Agent and subject to documentation acceptable to Agent. Within ninety (90) days after All funds deposited into a Payment Account shall be transferred daily to the Closing DateAgent in accordance with the Payment Account agreement for application against outstanding Revolving Loans. If the Agent requests, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank acceptable to the Agent and pursuant to documentation reasonably satisfactory to the Agent. If such lock-box service is established, such Loan Party shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a such Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall immediately (and not less often then daily) deliver receive such payments to as the Agent in their original form or Agent's trustee, and shall immediately deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a such Loan Party or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrowereach Loan Party's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable each Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsAccount.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrowers to the following sentencecontrary, each Loan Party the Borrowers shall make collection of all Accounts (other than ABN AMRO Receivables) of its Accounts the Borrowers and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments in respect thereto as the Closing DateLender's trustee, each Loan Party and shall have established immediately deliver all such payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Lender's request, as the Lender may direct. If the Lender requests, the Borrowers shall establish a related lock-box service for collections of its their Accounts (other than ABN AMRO Receivables) at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Borrowers and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. If such lock-box service is established, the Borrowers shall have instructed each instruct all their relevant Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party receives the Borrowers receive any proceeds Proceeds of their Accounts or if a Loan Party receives any (other than ABN AMRO Receivables), they shall receive such payments on account of any other Collateral or any other payments of any sourceas the Lender's trustee, it and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party the Borrowers or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party obligors that the Borrowers' Accounts of such Loan Party (other than the ABN AMRO Receivables) have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account Borrowers' loan accounts as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrowers shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of their Accounts of such Loan Party (other than the ABN AMRO Receivables) are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of the Borrowers' Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrowers shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account other forms of payment which the cash which such Loan Party receivesBorrowers receive. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party (other than the ABN AMRO Receivables) or as proceeds Proceeds of other Collateral will be the Agent's Lenders' sole property for its benefit and the benefit of the Lenders and will be immediately credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited Borrowers' loan accounts (conditional upon final collection) to reduce Obligations. From and after the Borrower's Loan Account Closing Date, the Agent shall be entitled to charge the Borrower interest on all such collections deemed to have been received on a particular Business Day, in an amount equal to one-half (1/2) of the amount that would be applicable (at the rates specified in Section 3.1) if such collections have been in fact received at or before 12:00 (Los Angeles, California time) on the day of the Agent's receipt of immediately available funds.next succeeding Business Day. This one-half (1/2) Business Day

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantor to the following sentencecontrary, each Loan Party the Grantor shall make collection of all of its Accounts and other Collateral (including any rents for leased Real Estate) for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, the Grantor shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts or other Collateral (including any rents for leased Real Estate), it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections of Accounts and other Collateral received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Grantor shall not be permitted; provided, however, that each Blocked Account Agreement shall provide that until Agent notifies the Clearing Bank to the contrary, (which notice the Agent will not send until the occurrence of a Payment Account Trigger Event), Grantor may cause monies in the Payment Account to be sent to Grantor or otherwise pursuant to Grantor's direction. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which the Grantor receives, or if a Payment Account Trigger Events has occurred, deliver such Loan Party receivescash to the Agent. (c) All paymentsIf a Payment Account Trigger Event has occurred, all payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)) on the date of receipt. (d) In the event one or more of the Borrower or Loan Parties repay Grantor repays all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the BorrowerGrantor's Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrowers to the following sentencecontrary, each Loan Party the Borrowers shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing DateLender, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the AgentLender's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Borrowers at a Clearing Bank acceptable to the Lender, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, the Borrowers shall establish one or more lock-box services for collections of Accounts at a Clearing Bank reasonably acceptable to the Lender and each subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Lender. The Borrowers shall instruct all Account Debtors to make all payments directly to the applicable address established for such service. If, notwithstanding such instructions, the Borrowers receive any proceeds of Accounts, they shall receive such payments as the Lender's trustee, and shall immediately deliver such payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Lender may direct. All collections received in any lock-box or Payment Account or directly by the Borrowers or the Lender, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Lender's sole control and withdrawals by the Borrowers shall not be permitted. The Lender or the Lender's designee may, at any time after the occurrence and during the continuation of an Event of Default, notify Account Debtors that the Agent has dominion Accounts have been assigned to the Lender and control of any Payment Accounts under the DIP Lender's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Agreement on the Closing Date, the Agent shall release such control and dominion Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Borrowers, at the Lender's request, shall execute and deliver to the Lender such documents as the Lender shall reasonably require to grant the Lender access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrowers shall immediately deliver to the Agent Lender or deposit into a Payment Account the cash which such Loan Party receivesthe Borrowers receive. (c) All payments, including immediately available funds received by the Agent Lender at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the AgentLender's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, or in the event there are no outstanding Obligations immediately prior to the termination of the Credit Agreement, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers' Loan Account on upon the day of the AgentLender's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Loan Parties to the following sentencecontrary, each the Loan Party Parties shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such the Loan PartyParties at a Clearing Bank acceptable to Agent, subject to a Blocked Account Agreement. To If the extent Agent requests, the Loan Parties shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to Agent. If such lock-box service is established, the Loan Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Loan Party receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by any Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by any Loan Party shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Loan Parties, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing Date. (b) Accounts are received. If sales of Inventory of a Loan Party are made or services are rendered by any Loan Party for cash, the applicable such Loan Party shall immediately deliver deliver, or cause to be delivered to the Agent or deposit into a Payment Account Account, the cash which such Loan Party receives. (c) . All payments, including immediately available funds received by the Agent at a bank designated by it, whether or not received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account of the Borrowers (conditional upon final collection) (i) on the same day received (if received prior to 2:00 p.m. Dallas, Texas time) and if the funds received are immediately available funds and (ii) after allowing one (1) Business Day for collection of all other funds; PROVIDED, HOWEVER, that such payments shall be deemed to be credited to the Loan Account of the Borrowers immediately upon receipt for purposes of (x) determining Availability, (y) calculating the Unused Line Fee pursuant to SECTION 3.5, and (z) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). (d) . In the event one or more of the Borrower or Loan Parties repay all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers' Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Effective on the Closing Date the Borrowers shall establish a Payment Account (the "PRIMARY PAYMENT ACCOUNT") with the Agent into which all Account collections will be deposited, and the Borrowers hereby agree that the Agent will have exclusive control. The Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account or close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Lender or the Agent, Agent shall be entitled, for purposes of this Agreement, at any time to give instructions as to the following sentence, each Loan Party shall make collection withdrawal or disposition of all of its Accounts and other Collateral for funds from time to time credited to any deposit account with the Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. Within The Agent's power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Agent or as to any other matters relating to the foregoing includes, without limitation, the power to give stop payment orders for any items being presented to such accounts for payment. (b) No later than ninety (90) days after from the Closing Date, each Loan Party the Borrowers shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank Banks acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement Agreements and other documentation acceptable to the Agent and Agent. The Borrowers shall have instructed each instruct all Account Debtor Debtors with respect to Collateral to make all payments directly to such Payment Account or to the address established for each such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party any Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party any Borrower shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Party, the Borrowers at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (bc) If sales of Inventory of a Loan Party are made or services are rendered by any Borrower for cash, the applicable Loan Party such Borrower shall immediately deliver deliver, or cause to be delivered to the Agent or deposit into a Payment Account Account, the cash which such Loan Party Borrower receives. (cd) All payments, including immediately available funds payments received by the Agent at in a bank account designated by it, received by the Borrowers and the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m. (New York, New York time); PROVIDED that the Borrowers shall compensate the Bank for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this SECTION 6.9(d). (de) In the event one or more of the Borrower or Loan Parties repay all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on the day date of the Agent's receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one (1) Business Day after the Agent's receipt of such funds if such funds are uncollected funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent, shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account established for the account of the Grantors at a Clearing Bank acceptable to the Agent, subject to a blocked account agreement. Within ninety thirty (9030) days after the Closing Date, each Loan Party the Grantors shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent and Agent. The Grantors shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box service or Payment Account or directly by a Loan Party any Grantor or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Grantors shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan PartyGrantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional conditioned upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay any Grantor repays all of the Secured Obligations upon the termination of this the Credit Agreement or upon acceleration of the Secured Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantors' Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrowers to the following sentencecontrary, each Loan Party the Borrowers shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Borrowers at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To If the extent Agent requests, the Borrowers shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. If such lock-box service is established, the Borrowers shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by any Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Borrowers shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, each Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Borrower receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 3.5, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of same Business Day as the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments as the Closing DateLender's trustee, each Loan Party and shall have established immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Lender's request, as the Lender may direct. If the Lender requests, the Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. If such lock-box service is established, the Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party obligers that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account other forms of payment which the cash which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account loan account (conditional upon final collection)) after allowing two (2) Business Days for collection. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on loan account two (2) Business Days after the day of the AgentLender's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies ABT to -------------------------------- the following sentencecontrary, each Loan Party Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent's trustee, each Loan Party and shall have established immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Borrower at a bank acceptable to Agent and subject to documentation acceptable to Agent. If the Agent requests, each Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank acceptable to the Agent and pursuant to documentation satisfactory to the Agent. If such lock- box service is established, the Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)) on that Business Day. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers' Loan Account on the day same Business Day of the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments as the Closing DateLender's trustee, each Loan Party and shall have established immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Lender's request, as the Lender may direct. If the Lender requests, the Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. If such lock-box service is established, the Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or when an Event of Default occurs and until a Cash Control Termination Event occursis continuing, , notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account other forms of payment which the cash which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account loan account (conditional upon final collection)) after allowing two (2) Business Days for collection. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on loan account five (5) Business Days after the day of the AgentLender's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments as the Closing DateLender's trustee, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make immediately deliver all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until Account established at the occurrence of a Combined Availability Threshold Event or an Event of DefaultLender's request, as the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or while an Event of Default and until a Cash Control Termination Event occursexists, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately promptly deliver to the Agent Lender the identical checks, cash, or deposit other forms of payment which the Borrower receives into a the Payment Account the cash which such Loan Party receivesAccount. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account loan account (conditional upon final collection)) after allowing one (1) Business Day for collection. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on loan account one (1) Business Day after the day of the AgentLender's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Borrower at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To The Borrower shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the extent Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Borrower receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Borrower shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). ) after allowing one (d1) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsBusiness Day for collection; provided, other than through the Agent's receipt of however, that such payments on account of the Accounts of any of shall be deemed to be credited to the Loan Parties or proceeds Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.Unused Line Fee pursuant to

Collection of Accounts; Payments. (ai) Subject Each Borrower and the Guarantor, jointly and severally, agrees to establish, on or prior to the Closing Date (or such later date as may from time to time be consented to by the Agent, the "Deadline"), -------- a system (the "Cash Dominion System") of depository accounts -------------------- (together with accounts opened from time to time pursuant to clause (ii) hereof "Payment Accounts") into which each such Borrower or the ---------------- Guarantor shall promptly deposit or cause to be deposited all cash proceeds, collections of Accounts and other moneys whatsoever (collectively, "Cash Proceeds") received by it or any other Person ------------- on its behalf. Each Borrower and the Guarantor represents that on or prior to the Closing Date it has provided to its applicable Lender a true and complete list of all depository accounts maintained by it with any banks or financial institutions as of the Closing Date into which Cash Proceeds are deposited. Each Borrower and the Guarantor further agrees if so requested by the Agent, (I) to execute and deliver to the applicable Lender with respect to each such Payment Account maintained by it, a blocked account agreement or lockbox agreement in form satisfactory to the Agent (collectively, the "Collection Account Agreements"), and (II) to use reasonable ----------------------------- efforts, with the co-operation of the Agent, to cause the banks ("Depository Banks") with which the Payment Accounts are maintained ---------------- to execute and deliver to the Agent or its applicable Lender, as requested, on or prior to the Deadline, a Collection Account Agreement. In the event that, following sentencea request by the Agent for a Collection Account Agreement, each Loan Party a Depository Bank does not execute a Collection Account Agreement with respect to the relevant Payment Account, such Borrower or the Guarantor shall cease to deposit Cash Proceeds in such Payment Account unless and until such Depository Bank executes a Collection Account Agreement. Each Borrower and the Guarantor further agrees that all amounts received by it from any Person (whether as a dividend, loan or otherwise) shall be deposited directly into Payment Accounts. (ii) Each Borrower and the Guarantor agrees that it shall not open a bank or similar account (other than the ▇▇▇▇▇ Cash Account) after the Closing Date into which Cash Proceeds are deposited other than through a rapid trans facility maintained by the Canadian Lender with respect to the Canadian Revolving Facility and by overnight courier to the Agent with respect to the U.S. Revolving Facility. Cash proceeds received before 12 noon EST shall be credited as received on the same day, otherwise cash proceeds shall be credited as received the next Business Day. (iii) All main disbursement accounts shall be maintained by the Borrowers and the Guarantor at its applicable Lender. (iv) Notwithstanding the establishment of the Cash Dominion System, until the Agent or Canadian Lender notifies the Canadian Borrower or the Guarantor to the contrary, it shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections benefit of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Lenders and whether or not an Event of Default has occurred, any Cash Proceeds (including, without limitation, in payment of any Account or to the address established in payment for such lock-box service any Inventory or otherwise) that are not received and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily deposited directly into a Payment Account. Until , when collected by the occurrence Canadian Borrower or the Guarantor, shall be promptly deposited by it in a Payment Account, in precisely the form received, except for its endorsement when required, and until so turned over, shall be deemed to be held by it as mandatory of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or trust for the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to Lenders and as the Agent's sole dominion and control Lenders' property, and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. held separately from such Borrower's or Guarantor's other funds. (v) The Agent Agent, Lenders or the Agent's their designee may, at any time after the occurrence of a Combined Availability Threshold Event or an any Event of Default and until a Cash Control Termination Event occursDefault, publish notice of the Security Interest of the Agent and/or Lenders, signify Accounts or otherwise notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been hypothecated or assigned to the Agent and/or Lenders and of the Agent's security interest Security Interest therein, and may collect them directly and charge the reasonable collection costs and expenses to the applicable Borrower's Loan Account loan account as a Canadian Revolving Loan or U.S. Revolving Loan, as the case may be. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at At the Agent's or any Lenders request, each Borrower or the Guarantor shall execute and deliver to the Agent and Lenders such documents as the Agent and Lenders shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received. (vi) Without limiting the generality of the foregoing, and if any payments sales of Inventory are received by any Loan Partymade for cash, such Loan Party shall receive all payments as each Borrower or the Agent's trustee, and Guarantor shall immediately deliver all payments in their original form duly endorsed in blank into a to the applicable Lender or the Payment Account established (for the account Agent and Lenders) the identical cheques, cash, or other forms of payment which such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing DateBorrower receives. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds Payments received by the Agent at or a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the Agent's and Lenders' sole property for its benefit and the benefit of the Lenders and will be credited promptly to the applicable Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on loan account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) upon receipt but subject to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsSection 4.11 hereof.

Collection of Accounts; Payments. Upon the earlier to occur of August 31, 2002 or the occurrence of any Event of Default: (a) Subject to the following sentence, each Loan Party Parent and Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank Receivables with Agent or another Clearing Bank acceptable to the Agent and, in each case, Lender (subject to a Blocked Account Agreement and other documentation acceptable to the Agent Agent). Parent and Borrower shall have instructed each Account Debtor promptly and thereafter instruct all of their respective account debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, If notwithstanding such instructions, a Loan Party Parent or Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceReceivables, it shall receive such proceeds as Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. as Agent may direct. (b) All collections of Parent and other payments Borrower received in any such lock-box or Payment Account or directly by a Loan Party Parent or the Agent Borrower, and all funds in any such Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Parent or Borrower shall not be permitted until a Cash Control Termination Event occurs. The permitted. (c) All collections of any Person other than Parent or Borrower received in any lock-box or Payment Account and all funds in any such Payment Account or other deposit account to which such collections are deposited shall be subject to Agent's sole control and withdrawals by Parent or Borrower shall not be permitted. (d) Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event Default or an Event of Default and until a Cash Control Termination Event occurshas occurred, notify Account Debtors of a Loan Party Parent's and Borrower's account debtors that the Accounts of such Loan Party Parent's and Borrower's (as applicable) Receivables have been assigned to the Agent and of the Agent's security interest therein, and may collect them such Receivables directly and may charge the collection costs and expenses against the proceeds received or to the Borrower's Loan Account Borrower as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default exists, Parent and until a Cash Control Termination Event occurs, each Loan PartyBorrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party Parent's and Borrower's Receivables are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (be) If sales of Inventory of a Loan Party are made or services are rendered by Parent or Borrower for cash, the applicable Loan Party Parent or Borrower (as applicable) shall immediately deliver deliver, or cause to the be delivered, to Agent or deposit into a Payment Account Account, the cash which such Loan Party receivesreceived by Parent or Borrower. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account Section 4.9 Addition of Accounts of a Loan Party or Section 10.16. Effective as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited Amendment Date, a new Section 10.16 is hereby added to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsCredit Agreement, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.which shall read in its entirety as follows:

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreementblocked account agreement. To On or prior to the extent that date hereof, each Grantor shall establish a lock-box service for collections of Accounts at a clearing bank acceptable to the Agent has dominion and control subject to a blocked account agreement and other documentation acceptable to the Agent. Each Grantor shall instruct all Account Debtors, that upon the occurrence and during the continuance of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event a Default or an Event of Default does Default, Account Debtors are to make all payments directly to the address established for such service. If, notwithstanding such instructions, a Grantor receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by a Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by such Grantor shall not exist as be permitted. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Accounts have been assigned to the Agent and of the Closing DateAgent's security interest therein, and may collect them directly. So long as an Event of Default has occurred and is continuing, each Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)Lenders. (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, each Grantor shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Grantor receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by such Grantor shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, each Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party each Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection)) immediately upon receipt. (d) In the event one or more of the Borrower or Loan Parties Grantors repay all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the BorrowerGrantor's Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent's trustee, each Loan Party and shall have established immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Borrower at a bank acceptable to Agent and subject to documentation acceptable to Agent. If the Agent requests, the Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank acceptable to the Agent and pursuant to documentation satisfactory to the Agent. If such lock-box service is established, the Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that such payments shall be deemed to be credited to the Borrower's Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 3.5, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower). (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the AgentLender, shall receive all payments as the Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established at the Lender's request, as the Lender may direct. Within ninety (90) days after Prior to the Closing Date, each Loan Party the Borrower shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. The Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account other forms of payment which the cash which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account loan account (conditional upon final collection)) after allowing one (1) Business Day for collection. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on loan account one (1) Business Day after the day of the AgentLender's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrowers shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its all Accounts (other than Accounts collected in Canada) at the Bank one or another more Clearing Bank Banks acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and and/or other documentation acceptable to the Agent and Agent. At the request of the Agent, each of the Borrowers' collection accounts not already subject to a Blocked Account Agreement shall have instructed each be made subject to a Blocked Account Debtor Agreement. The Borrowers shall instruct all Account Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party any Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Borrowers shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence and during the continuation of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrowers, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Borrower receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing two (2) Business Days for collection; PROVIDED, HOWEVER, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability for any Borrower or Total Availability, (ii) calculating the Unused Line Fee pursuant to SECTION 3.5, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of two (2) Business Day(s) after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies a Borrower to the following sentencecontrary and subject to the last sentence of this Section 7.10 (a), each Loan Party Borrower shall make collection collections of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after Lender, shall receive all payments as the Closing DateLender's trustee, each Loan Party and shall have established immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Lender's request, as the Lender may direct. The Parent shall establish a related lock-box service for collections of its Accounts of each Borrower at the Bank or another Clearing Bank a bank mutually acceptable to the Agent and, in each case, subject Lender and the Parent and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent and Lender. The Parent shall have instructed instruct all Account Debtors of each Account Debtor Borrower to make all payments directly to such Payment Account or to the address established for such lock-box service and service. The Parent shall provide evidence to the Agent, satisfactory to Lender by 10:00 a.m. (Chicago time) of each Business Day a written reconciliation statement of the Agent, that receipts of each Borrower as of the Business Day immediately preceding the date of such instructions have been givenstatement. If, notwithstanding such instructions, a Loan Party Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxLender may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party any Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold an Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the such Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, each Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account the cash other forms of payment which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account Borrowers' loan account after allowing one (conditional upon final collection). (d1) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's Business Day after receipt of payments on account of good funds by the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsLender.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank reasonably acceptable to the Agent, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, each Grantor shall establish a lock-box service for collections of Accounts at a Clearing Bank reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent. Each Grantor shall instruct all of its Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, a Grantor receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by a Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Grantors shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Grantors' Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, each Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of any Grantor's Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party such Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). ) after allowing one (d1) In Business Day for collection; provided, however, that -------- ------- such payments shall be deemed to be credited to the event one or more Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsCredit Agreement, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.and -----------

Collection of Accounts; Payments. (a) Subject On or prior to the following sentencedate hereof or as soon as practicable thereafter, each Loan Party Grantors shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank a financial institution acceptable to the Agent and, in each case, subject to a Blocked Agent. Grantors shall instruct all Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as Agent may direct. (b) Grantors shall make collection of all Accounts and other Collateral for Agent, shall receive all payments as Agent's trustee, and, as soon as practicable following the occurrence Closing Date, immediately shall deliver all payments, which payments shall be in their original form duly endorsed in blank into a Payment Account established for the account of Grantors at a Combined Availability Threshold Event or an Event Clearing Bank acceptable to Agent, subject to a Blocked Account Agreement; provided, however, that Grantors shall cause any and all Payment Accounts to be transferred to and thereafter maintained exclusively at Bank of DefaultAmerica no later than thirty (30) days after the Closing Date. (c) Grantors and Agent shall cause all collected balances in each Payment Account, the Loan Parties shall have sole dominion subject to any minimum balance and control like requirements of the relevant bank, to be transmitted on each Business Day by wire, ACH transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account means in accordance with the procedures set forth in the corresponding Blocked Account Agreement to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject Agent for application to the Obligations in accordance with the terms of the Credit Agreement. (d) Grantors agree promptly to execute and deliver such other documentation relative to cash management as Agent may reasonably request, including any documentation necessary or appropriate, in Agent's sole discretion, to permit Agent to exercise dominion over any and control and withdrawals by all Payment Accounts. (e) Anything to the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The contrary in this Section 11 notwithstanding, Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan PartyGrantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (cf) All payments, including immediately available funds funds, received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral it will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing two (2) Business Days for collection; provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by Agent to the Lenders (but not the amount of interest payable by Grantors). (d) . In the event one or more of the Borrower or Loan Parties Grantors repay all of the Obligations upon the termination of this Agreement the DIP Facility (and the Commitments thereunder) or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantors' Loan Account on the day of the upon Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Lender notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the AgentLender, shall receive all payments as the Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank into a Payment Account established for the account of the Borrower at a bank acceptable to Lender and subject to documentation acceptable to lender. Within All fund deposited into a Payment Account shall remain subject to the control of the Borrower until such time as a Triggering Event shall occur. Upon the happening of a Triggering Event, all funds deposited into a Payment Account shall be wire transferred each day to the Lender for application against outstanding Revolving Loans. In the event that a Triggering Event no longer exists for a period of ninety (90) days after consecutive days, the Closing Date, each Loan Party Lender shall have established instruct the bank maintaining a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to cease transferring funds to the Agent and, in each case, subject Lender and to a Blocked Account Agreement and other documentation acceptable to resume following the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to instructions of the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenBorrower. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until Following the occurrence of a Combined Availability Threshold Event or an Event of DefaultTriggering Event, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All all collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Lender, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, the Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent Lender the identical checks, cash, or deposit into a Payment Account other forms of payment which the cash which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will be the AgentLender's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account loan account (conditional upon final collection)) immediately upon receipt. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on loan account immediately after the day of the AgentLender's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject Each Borrower Party shall (and all invoices and claim forms with respect to the following sentence, each Loan Party shall make collection of Accounts shall) instruct all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor Debtors to make all payments directly only to such Payment Account a Lockbox or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givena Blocked Account. If, notwithstanding such instructions, a Loan any Borrower Party receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Lender's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit such payments them into the applicable Payment a Lockbox, Blocked Account or to another deposit account from which funds are transferred daily into a Payment Account, as the Lender may direct. Until Except as otherwise provided under applicable law with respect to Accounts owed by Government Account Debtors during a Trigger Period or following the occurrence and during the continuance of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All all collections and other payments received in any such lock-box Lockbox, Blocked Account or Payment Account or directly by a Loan any Borrower Party or the Agent Lender, and all funds in any Lockbox, Blocked Account or Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Lender and subject to the AgentLender's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent Lender or the AgentLender's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent Lender and of the Agent's security interest Security Interest therein, and may collect them directly (except to the extent prohibited under applicable law with respect to Accounts owed by Government Account Debtors) and charge the collection costs and expenses to the Borrower's Loan Account loan account of the Company as a Revolving Loan. Upon At the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the AgentLender's request, each Borrower Party shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office lock-box box, lockbox or bank account in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Datedeposited. (b) If sales of Inventory of During a Loan Party are made or services are rendered for cashTrigger Period, the applicable Loan Party Lender shall immediately deliver have the right at any time and from time to time to direct any Blocked Account Bank to remit, by automatic standing wire transfer, on a daily basis, all available amounts in the Agent Blocked Accounts to or deposit into a Payment Account at the cash which such Loan Party receives.direction of the Lender. Such amounts shall be applied in accordance with Section 4.3. ----------- (c) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent Lender on account of Accounts of a Loan Party or as proceeds of other Collateral will (including Proceeds) shall be the AgentLender's sole property for its benefit and subject to the benefit of Lender's sole control, subject further to Section 4.3. If such ----------- payments are received by the Lenders and will Lender at or prior to 1:00 p.m., Chicago time, on any Business Day, such payments shall be credited to the Borrower's Loan Account loan account of the Company (conditional upon final collection)) on such Business Day. If such payments are received by the Lender after 1:00 p.m., Chicago time, on any Business Day, such payments shall be credited to the loan account of the Company (conditional upon final collection) on the next Business Day. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the AgentLender's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will shall be credited (conditional upon final collection) to the Borrower's Loan Account on the day loan account of the Agent's receipt of immediately available funds.Company in accordance with Section 7.10(c). --------------- 11 [Reserved]

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrower to the following sentencecontrary, each Loan Party the Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent's trustee, each Loan Party and shall have established immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Agent's request, as the Agent may direct. If the Agent requests, Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank mutually acceptable to the Agent and the Borrower and pursuant to documentation satisfactory to the Agent. If such lock-box service is established, Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Agent and subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Borrower's Loan Account loan account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at At the Agent's request, the Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit cause to be deposited into a Payment Account the cash identical checks, cash, or other forms of payment which such Loan Party Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, payments received by the Agent on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will shall be the Agent's sole property for its benefit and property. Collected funds received in the benefit of the Lenders and will Agent's account by 1:00 p.m. (New York City time) on any day shall be credited to the Borrower's Loan Account (conditional upon final collection)loan account on such day. (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of loan account one Business Day after the Agent's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject On or prior to the following sentencedate hereof, each Loan Party the Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box service for collections of its Accounts and payment intangibles at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. Upon the occurrence of any Default or Event of Default and thereafter until the Agent notifies the Grantor otherwise, the Grantor shall promptly and shall have instructed each thereafter instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Grantor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceand payment intangibles, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the Agent may direct. (b) Upon the occurrence of a Combined Availability Threshold Event any Default or an Event of DefaultDefault and thereafter until the Agent notifies the Grantor otherwise, the Loan Parties shall have sole dominion and control all collections of the transfer of funds from the Payment Account and such lock-box. All collections and other payments Grantor received in any such lock-box or Payment Account or directly by a Loan Party the Grantor or the Agent Agent, and all funds in any such Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party Grantor shall not be permitted permitted. (c) Upon the occurrence of any Default or Event of Default and thereafter until a Cash Control Termination Event occurs. the Agent notifies the Grantor otherwise, all collections of any Person other than the Grantor received in any lock-box or Payment Account or directly by any such Person or the Agent, and all funds in any such Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Grantor shall not be permitted. (d) The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event Default or an Event of Default and until a Cash Control Termination Event occurshas occurred, notify the Grantor's Account Debtors of a Loan Party that the Grantor's Accounts of such Loan Party and payment intangibles have been assigned to the Agent and of the Agent's security interest therein, and may collect them such Accounts and payment intangibles directly and charge the collection costs and expenses against the proceeds received or to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Partythe Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of the Grantor's Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (ce) All payments, including immediately available funds funds, received by the Agent at a bank designated by it, whether or not received by the Agent on account as proceeds of the Grantor's Accounts of a Loan Party and payment intangibles or as proceeds of other Collateral Collateral, including, without limitation, collections transferred to the Agent pursuant to this Section 2.11, will be the Agent's sole property property, for its benefit and the benefit of the Lenders Agent and will the Lenders, and, if a Default or an Event of Default has occurred then such payments shall be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day collected funds are received (if received prior to 2:00 p.m. Dallas, Texas time). (df) If sales of Inventory are made or services are rendered by the Grantor for cash, the Grantor shall immediately deliver, or cause to be delivered to the Agent or deposit into a Payment Account, the cash which the Grantor receives. (g) In the event one or more of the Borrower or Loan Parties repay all of the Secured Obligations are repaid upon the termination of this Agreement or upon acceleration of the Secured Obligations, other than through the Agent's receipt of payments on account of the Grantor's Accounts of any of the Loan Parties and payment intangibles or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of upon the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established establish a Payment Account and a related lock-box ------------------------------------ service for collections of its Accounts at the Bank or another a Clearing Bank acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement and other documentation acceptable to the Agent and Agreement. The Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party the Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Borrower's control at any time prior to the first date, if any, on which the Loan to Availability Ratio exceeds 50% and to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occursthereafter. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent Agent, whether or not on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and Collateral, will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that such payments shall be deemed to be -------- ------- credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 3.5, and (iii) calculating the amount of interest accrued thereon solely ----------- for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower). (d) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Borrowers to the following sentencecontrary, each Loan Party the Borrowers shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after , shall receive all payments as the Closing DateAgent's trustee, each Loan Party and shall have established immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account and established at the Agent's request, as the Agent may direct. If the Agent requests, each Borrower shall establish a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank mutually acceptable to the Agent and such Borrower and pursuant to documentation satisfactory to the Agent. If such lockbox service is established, such Borrower shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party such Borrower receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-lock box or Payment Account or directly by a Loan Party Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shalldeposited, upon shall be the occurrence sole property of a Combined Availability Threshold Event or an Event of Default, be the Agent and subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurscontrol. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party obligors that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the relevant Borrower's Loan Account loan account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at At the Agent's request, the relevant Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party relevant Borrower shall immediately deliver to the Agent or deposit cause to be deposited into a Payment Account the cash identical checks, cash, or other forms of payment which such Loan Party Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, payments received by the Agent on account of Accounts of a Loan Party or as proceeds Proceeds of other Collateral will shall be the Agent's sole property for its benefit and property. Collected funds received in the benefit of the Lenders and will Agent's account by 1:00 p.m. (New York City time) on any day shall be credited to the relevant Borrower's Loan Account (conditional upon final collection)loan account on such day. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts or Proceeds of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the relevant Borrower's Loan Account on the day of loan account one Business Day after the Agent's receipt of immediately available fundsthereof.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Loan Parties to the following sentencecontrary, each the Loan Party Parties shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such the Loan PartyParties at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. To If the extent Agent requests, the Loan Parties shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. If such lock-box service is established, the Loan Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Loan Party receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by any Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by any Loan Party shall not be permitted. Notwithstanding the foregoing, unless and until the Loan Parties are notified by the Agent to the contrary, the Borrowers may retain payments of Foreign Currency Reimbursements for use in the ordinary course of business. The Agent or the Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Loan Parties, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered by any Loan Party for cash, the applicable such Loan Party shall immediately deliver deliver, or cause to be delivered to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, whether or not received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 3.4, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers' Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available such funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies the Grantors to the following sentencecontrary, each Loan Party Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank reasonably acceptable to the Agent, subject to a Blocked Account Agreement. To On or prior to the extent date hereof, each Grantor shall establish a lock-box service for collections of Accounts at a Clearing Bank reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent. Each Grantor shall instruct all of its Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, a Grantor receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by a Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by the Grantors shall not be permitted. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors that the Agent has dominion and control of any Payment Grantors' Accounts under the DIP Loan Agreement on the Closing Date, have been assigned to the Agent shall release such control and dominion of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, each Grantor, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of any Grantor's Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party such Grantor shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, payments including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that -------- ------- such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and ----------- (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Grantors). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until Agent notifies the Borrowers’ Agent to the following sentencecontrary, each Loan Party Grantors shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's ’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan PartyGrantors at a Clearing Bank acceptable to Agent, subject to a Blocked Account Agreement; provided, that, prior to the Dominion Date, Grantors shall have access to and full use of all such collections deposited into a Payment Account. To On or prior to the extent that date hereof, Grantors shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to Agent and subject to a Blocked Account Agreement and other documentation acceptable to Agent. Grantors shall instruct all Account Debtors to make all payments directly to the Agent has dominion address established for such service. If, notwithstanding such instructions, any Grantor receives any proceeds of Accounts, it shall receive such payments as Agent’s trustee, and control shall immediately deposit such payments into a Payment Account; provided, that, prior to the Dominion Date, Grantors shall have access to and full use of all such amounts deposited into a Payment Account. On and after the Dominion Date, all collections received in any lock-box or Payment Account or directly by any Grantor or Agent, and all funds in any Payment Accounts under the DIP Loan Agreement on the Closing DateAccount or other account to which such collections are deposited, the Agent shall release such be subject to Agent’s sole control and dominion as long as Combined Availability Threshold Event or an Event of Default does withdrawals by Grantors shall not exist as of the Closing Datebe permitted. (b) Agent or Agent’s designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors that the Accounts have been assigned to Agent and of Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, Grantors, at Agent’s request, shall execute and deliver to Agent such documents as Agent shall require to grant Agent access to any post office box in which collections of Accounts are received. (c) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Grantors shall immediately deliver to the Agent or deposit into a Payment Account the cash which any Grantor receives; provided, that, prior to the Dominion Date, Grantors shall have access to and full use of all such Loan Party receivesamounts deposited into a Payment Account. (cd) All payments, including immediately available funds payments received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's ’s sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) after allowing two (2) Business Days for collection (except for wire transfers of immediately available funds, which will be credited upon receipt); provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by Agent to Lenders (but not the amount of interest payable by Grantors). (de) In the event one or more of the Borrower or Loan Parties Grantors repay all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Borrower's Grantor’s Loan Account on the day of the two (2) Business Days after Agent's ’s receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject Until the Agent notifies each Borrower to the following sentencecontrary, each Loan Party such Borrower shall make collection of all of its Accounts and other Collateral for the Agent and shall receive all payments as the Agent's trustee. Within ninety (90) days after the Closing Date, each Loan Party Each Borrower shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation bank acceptable to the Agent and pursuant to documentation satisfactory to the Agent. Each Borrower shall have instructed each instruct all of its Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservices. If, notwithstanding such instructions, a Loan Party either Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until Account subject to documentation acceptable to Agent, as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals shall be swept daily by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurswire transfers to Agent's collection account. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurstime, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the applicable Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan PartyEach Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash identical checks, cash, or other forms of payment which such Loan Party Borrower receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the applicable Borrower's Loan Account (conditional upon final collection). Solely for purposes of calculating interest on the Loans, each payment received by the Agent on any Business Day shall be deemed to have been received on the following Business Day. (d) In the event one or more of the Borrower or Loan Parties Borrowers repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the applicable Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsAccount.

Collection of Accounts; Payments. (a1) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related maintain lock-box service for collections of its Accounts at accounts and other lock-box arrangements reasonably satisfactory to the Bank or another Clearing Bank Agent with such banks as are reasonably acceptable to the Agent and, in each case, subject to a Blocked which all Account Agreement and other documentation acceptable to the Agent and Debtors shall have be instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenon Accounts. If, notwithstanding such instructions, a Loan Party the Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of Accounts the Intercreditor Agreement with respect to Senior Secured Collateral or Shared Collateral, if a Loan Party the Borrower receives any payments on account of any Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the aggregate at any one time), whether in the form of any sourcecash, it shall immediately checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such Payments to be deposited not less often then daily) deliver such payments than daily in one of the lock-box accounts referred to the Agent above or in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of All funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box accounts shall be transferred on each Business Day to one or Payment Account or directly more concentration accounts designated by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of with a Combined Availability Threshold Event or an Event of Default, be subject bank reasonably acceptable to the Agent's sole dominion and control and withdrawals . Each bank requested by the applicable Loan Party Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall not execute and deliver to the Agent such agreements, in form and substance satisfactory to the Agent, as the Agent shall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that all funds deposited into such account shall be permitted until transferred directly to the Agent on a Cash Control Termination Event occursdaily basis. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of a Combined Availability Threshold Event Default or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Partythe Borrower, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require requires to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b2) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c3) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral (other than Senior Note Collateral and Shared Collateral except as provided in the Intercreditor Agreement) will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day following receipt by the Agent (except for any such payments received by the Agent by 1:00 p.m. (New York time) on a Business Day, in which case such payments shall be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day received by the Agent; it being agreed that, except as otherwise provided herein (including, in any event, Section 6.9(d)), any such payments which the Borrower has notified the Agent prior to 12:00 noon (New York time) on a Business Day that such payment will be received by the Agent via wire transfer prior to 4:00 p.m. (New York time) on such Business Day shall be deemed to be received by the Agent for this purpose prior to 1:00 p.m. (New York time) on such Business Day, but only if such payment is actually received by the Agent via wire transfer no later than 4:00 p.m. (New York time) on such Business Day and the Borrower hereby agrees to indemnify and hold harmless the Agent and each Lender from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, costs or expenses incurred by the Agent or such Lender in the event such payment is not actually received by the Agent via wire transfer by such time); provided, however, that such payments shall be deemed to be credited to the Borrower's Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the unused line fee pursuant to Section 3.5, and (iii) calculating the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower). (d4) In the event one or more of the Borrower or Loan Parties repay repays all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of one (1) Business Day after the Agent's receipt of immediately available fundssuch funds (except for any such payment received by the Agent by 1:00 p.m. (New York time) on a Business Day, in which case such payment shall be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day received by the Agent).

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. Within ninety As soon as practicable (90) but in any event not later than 15 days after following the Closing DateDate with respect to bank accounts at the Bank and not later than 20 days following the Closing Date with respect to bank accounts at any other bank), each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's ’s sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's ’s designee may, at any time after the occurrence and during the continuance of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Borrowers’ Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default has occurred and until a Cash Control Termination Event occursis continuing, each Loan Party, at the Agent's ’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received by the Agent at a bank designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's ’s sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Borrowers’ Loan Account (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that such payments shall be deemed to be credited to the Borrowers’ Loan Account immediately upon receipt for purposes of (i) determining Combined Availability, (ii) calculating the unused line fee pursuant to Section 3.4, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). (d) In the event one or more of the Borrower Borrowers or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Borrowers’ Loan Account on the day of one (1) Business Day after the Agent's ’s receipt of immediately available funds.

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety No later than thirty (9030) days after from the Closing Date, each Loan Party the Borrowers shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank Banks acceptable to the Agent and, in each case, and subject to a Blocked Account Agreement Agreements and other documentation acceptable to the Agent and Agent. The Borrowers shall have instructed each instruct all Account Debtor Debtors to make all payments directly to such Payment Account or to the address established for each such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenservice. If, notwithstanding such instructions, a Loan Party any Borrower receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall receive such payments as the Agent's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Account. Until , as the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-boxAgent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party any Borrower or the Agent Agent, and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party any Borrower shall not be permitted until a Cash Control Termination Event occurspermitted. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Party, the Borrowers at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered by any Borrower for cash, the applicable Loan Party such Borrower shall immediately deliver deliver, or cause to be delivered to the Agent or deposit into a Payment Account Account, the cash which such Loan Party Borrower receives. (c) All payments, including immediately available funds payments received by the Agent at in a bank account designated by it, received by the Borrowers and the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 2:00 p.m. (Dallas, Texas time); PROVIDED that the Borrowers shall compensate the Bank for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this SECTION 6.9(c). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on the day date of the Agent's receipt of immediately available such funds if such funds are collected funds or (ii) one (1) Business Day after the Agent's receipt of such funds if such funds are uncollected funds.

Collection of Accounts; Payments. (a) Subject The Grantors shall maintain lock-box accounts and other lock-box arrangements reasonably satisfactory to the following sentenceAgent with such banks as are acceptable to the Agent to which all Account Debtors shall be instructed to make payments on Accounts. All funds in such lock-box accounts shall be transferred on each Business Day to a Payment Account established for the account of such Grantor at a Clearing Bank acceptable to the Agent, subject (except for any Payment Accounts maintained by such Grantor at the Bank, in which case the provisions of Section 11(e) shall apply) to a Blocked Account Agreement. Upon the request of the Agent, each Loan Party bank at which a lock-box account is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Agent, as the Agent shall request with respect to such accounts, including, without limitation, with respect to prohibitions of the applicable Grantor withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Until the Agent notifies a Grantor to the contrary following the occurrence and during the continuance of an Event of Default or at any time that the aggregate Availability of all Borrowers is less than $25,000,000, each Grantor shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into (i) a Payment Account established for the account of such Loan PartyGrantor at a Clearing Bank acceptable to the Agent, subject (except for any Payment Accounts maintained by such Grantor at the Bank, in which case the provisions of Section 11(e) shall apply) to a Blocked Account Agreement. To Agreement or (ii) one of the extent accounts listed on Schedule IV hereto (such accounts being referred to herein as "Collection Accounts"); provided, that (a) each Collection Account shall be subject to an irrevocable standing instruction to the Agent has dominion applicable bank instructing such bank to transfer all amounts deposited in such Collection Account to a Payment Account every Business Day and control (b) upon the request of any Payment Accounts under the DIP Loan Agreement on the Closing DateAgent, the applicable Grantor shall cause a Blocked Account Agreement to be entered into with respect to any or all of the Collection Accounts. The Agent shall release such control may, and, at the direction of the Required Lenders, shall, at any time following the occurrence and dominion as long as Combined Availability Threshold Event or during the continuance of an Event of Default does not exist as or at any time that the aggregate Availability of all Borrowers is less than $25,000,000, deliver to any Clearing Bank a "Notice of Sole Control" or similar instruction with respect to any Payment Account. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors of a Grantor that such Grantor's Accounts have been assigned to the Agent and of the Closing DateAgent's security interest therein, and may collect them directly and the Agent shall charge the collection costs and expenses to the Loan Account of such Grantor as a U.S. Base Rate Revolving Loan. So long as an Event of Default has occurred and is continuing, each Grantor, at the request of the Agent, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts of such Grantor are received. (b) If sales of Inventory of a Loan Party Grantor are made or services are rendered for cash, the applicable Loan Party Grantor shall immediately promptly (and in any event within one (1) Business Day) deliver to the Agent or deposit into a Payment Account the cash which such Loan Party Grantor receives. (c) All payments, including immediately available funds received by the Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders Secured Parties and will be credited to the Borrower's Loan Account of the applicable Grantor (conditional upon final collection) after allowing one (1) Business Day for collection; provided, however, that such payments shall be deemed to be credited to the Loan Account of the applicable Grantor immediately upon receipt for purposes of (i) determining Availability of such Grantor, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the applicable Grantor). (d) In the event one or more of the Borrower or Loan Parties repay Grantors repays all of the Obligations upon the termination of this the Credit Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.than

Collection of Accounts; Payments. (a) Subject to the following sentence, each Loan Party The Borrower shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Administrative Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Administrative Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Partythe Borrower at a Clearing Bank acceptable to Co-Agents, subject to a Blocked Account Agreement. To All collections received in any lock-box or Payment Account or directly by the extent Borrower or the Administrative Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Administrative Agent's sole control and withdrawals by the Borrower shall not be permitted. The Administrative Agent or the Administrative Agent's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Accounts have been assigned to the Administrative Agent has dominion and control of any Payment Accounts under the DIP Administrative Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Agreement on the Closing Date, the Agent shall release such control and dominion Account as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default does not exist has occurred and is continuing, the Borrower, at the Administrative Agent's request, shall execute and deliver to the Administrative Agent such documents as the Administrative Agent shall require to grant the Administrative Agent access to any post office box in which collections of the Closing DateAccounts are received. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party Borrower shall immediately deliver to the Administrative Agent or deposit into a Payment Account the cash which such Loan Party the Borrower receives. (c) All payments, payments including immediately available funds received by the Administrative Agent at a bank account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Administrative Agent's sole property for its benefit and the benefit of the Co-Agents and the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). ) after allowing one (d1) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the ObligationsBusiness Day for collection; provided, other than through the Agent's receipt of however, that such payments on account of the Accounts of any of shall be deemed to be credited to the Loan Parties or proceeds Account immediately upon receipt for purposes of (i) determining Availability, and calculating the other Collateral, such payment will be credited (conditional upon final collection) unused line fee pursuant to the Borrower's Loan Account on the day of the Agent's receipt of immediately available fundsSection 3.5.

Collection of Accounts; Payments. (a) Subject Each Option Care Person shall (and all invoices and claim forms with respect to the following sentence, each Loan Party shall make collection of Accounts shall) instruct all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor Debtors to make all payments directly only to a Lockbox or a Blocked Account (the Lender acknowledges that payments by patients made at the time that a patient is receiving goods and services at a facility of an Option Care Person would not be invoiced to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been givenpatient). If, notwithstanding such instructions, a Loan Party any Option Care Person receives any proceeds Proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall immediately (and not less often then daily) deliver receive such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the AgentLender's trustee, and shall immediately deliver all such payments to the Lender in their original form duly endorsed in blank or deposit them into a Lockbox, Blocked Account or a Payment Account established Account, as the Lender may direct; provided, however, that each Option Care Person may maintain a separate account with a local financial institution (each a "Local Account") for the account deposit of walk-in payments from patients and walk-in payments for durable medical equipment from customers; provided, further, that (i) each Option Care Person shall deposit such Loan Partywalk-in payments in a Local Account not later than the first Business Day after receiving such walk-in payments, subject (ii) each Option Care Person shall cause all available amounts in such Local Accounts to be transferred by wire transfer or automated clearinghouse transfer to a Blocked Account Agreementduring the last week of each month, and (iii) no Option Care Person shall withdraw any funds on deposit in any Local Account or permit funds on deposit in any Local Account to be transferred other than in accordance with this sentence (provided that this clause (iii) shall not prevent the Option Care Persons from writing checks on a Local Account for the sole purpose of refunding some or all of such walk-in payments to the Person or Persons who made such walk-in payments). To Except as otherwise provided under applicable law with respect to Accounts owed by Government Account Debtors, all collections received in any such Lockbox, Blocked Account or Payment Account or directly by any Option Care Person or the extent that Lender, and all funds in any Lockbox, Blocked Account or Payment Account or other account to which such collections are deposited, shall be the Agent has dominion sole property of the Lender and control of any Payment Accounts under subject to the DIP Loan Agreement on the Closing Date, the Agent shall release such Lender's sole control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (b) If sales of Inventory of a Loan Party are made or services are rendered for cash, the applicable Loan Party shall immediately deliver to the Agent or deposit into a Payment Account the cash which such Loan Party receives. (c) All payments, including immediately available funds received be applied by the Agent at a bank designated by it, received by Lender subject to and in accordance with the Agent on account terms of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection). (d) In the event one or more of the Borrower or Loan Parties repay all of the Obligations upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Agent's receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account on the day of the Agent's receipt of immediately available funds.SECTION

Collection of Accounts; Payments. (a) Subject During an Accounts Availability Triggering Event, the Collateral Agent shall have the right to apply funds on deposit in or credited to the following sentencePrimary Payment Account to any outstanding Loans and the Borrowers shall have the right, each subject to the terms and conditions of the ABL Credit Agreement, to request Borrowings thereunder and direct the disposition of Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all Obligations are paid and performed in full or a substitute Primary Payment Account (which shall be a Controlled Account) has been opened and designated as the Primary Payment Account. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of the ABL Credit Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Non-Exempt Deposit Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under the ABL Credit Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Non-Exempt Deposit Account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented to such accounts for payment (it being understood that to the extent the terms and conditions of the ABL Credit Agreement for Borrowings are satisfied, the applicable Loan Party shall make collection may request the Administrative Agent to honor items presented to such accounts for payment with proceeds of all of its Accounts and other Collateral for the Agent. Within Loans). (b) No later than ninety (90) days after from the Closing DateDate or such later time as the Collateral Agent shall agree, each the Loan Party Parties shall have established establish a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank Banks acceptable to the Collateral Agent and(it being understood that the Company’s lock-box collection arrangements as existing on the Closing Date are satisfactory to the Collateral Agent, and that such arrangements, for the avoidance of doubt include (i) regional and other collection accounts with JPMorgan Chase Bank and Fifth Third Bank (or their Affiliates in each case), which accounts serve as the principal and material domestic lock-box collection accounts of the Company and its subsidiaries, and (ii) a concentration account with JPMorgan Chase Bank, into which proceeds from the aforementioned collection accounts are swept daily (and which concentration account is expected to serve as the Primary Collection Account on the Closing Date and the foreseeable future) and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Collateral Agent, subject to a Blocked Account Agreement Agreements and other documentation reasonably acceptable to the Agent and Collateral Agent. The Pledgors shall have instructed each instruct all Account Debtor Debtors with respect to Accounts to make all payments directly to such Payment Account or to the address established for each such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that or electronically into such instructions have been givenlock-box accounts. If, notwithstanding such instructions, a Loan Party any Pledgor receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any sourceAccounts, it shall immediately (and not less often then daily) deliver such payments to the Collateral Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily them into a Payment Non-Exempt Deposit Account. Until the occurrence of a Combined During an Accounts Availability Threshold Event or an Event of DefaultTriggering Event, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All all collections and other payments received in any such lock-box or Payment Non-Exempt Deposit Account or directly by a Loan Party any Pledgor or the Agent Collateral Agent, and all funds in any Payment Non-Exempt Deposit Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, shall be subject to the Collateral Agent's ’s sole dominion and control and withdrawals by the applicable Loan Party any Pledgor shall not be permitted until a Cash Control Termination Event occurspermitted; provided, however, that, in the absence of an Accounts Availability Triggering Event, all collections received in any lock-box or Non-Exempt Deposit Account, and all funds in any Non-Exempt Deposit Account or other account to which such collections are deposited shall be subject to the Borrowers’ exclusive right of withdrawal and direction of application. The Collateral Agent or the Agent's its designee may, at any time after the occurrence and during the continuation of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occursDefault, upon notice to the Company, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Collateral Agent and of the Collateral Agent's ’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loanloan. Upon the occurrence of a Combined Availability Threshold Event or So long as an Event of Default and until a Cash Control Termination Event occursexists, each Loan Partythe Borrowers, at the Collateral Agent's ’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall require reasonably request to grant the Collateral Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date. (bc) If sales of Inventory of a Loan Party are made or services are rendered by any Pledgor for cash, such Pledgor shall arrange for such payments to be made into lockbox accounts or other Non-Exempt Deposit Accounts as described in the applicable Loan Party shall immediately deliver to foregoing clause (b), or otherwise will promptly deposit such cash into the Agent or deposit into a Primary Payment Account the cash which such Loan Party receivesAccount. (cd) All paymentsExcept as otherwise provided in this Section 4.06, including immediately available funds all payments received by the Collateral Agent at in a bank account other than the Primary Payment Account, a Non-Exempt Deposit Account or a lock-box account designated by it, received by the Agent on account of Accounts of a Loan Party or as proceeds of other Collateral will be the Agent's sole property for its benefit Pledgors and the benefit of the Lenders and Collateral Agent will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m. (New York, New York time)); provided that the Pledgors shall compensate the Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this Section 4.06(d). (de) In the event one or more of the Borrower or Loan Parties repay all of the ABL Credit Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made and any Obligations relating to Bank Products) are repaid upon the termination of this the ABL Credit Agreement or upon acceleration of the ObligationsABL Finance Obligations in accordance with the terms of the ABL Credit Agreement, other than through the Collateral Agent's ’s receipt of payments on account of the Accounts of any of the Loan Parties or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on the day date of the Collateral Agent's ’s receipt of such funds if such funds are collected funds or other immediately available fundsfunds if received by 3:00 p.m. (New York, New York time) or (ii) one (1) Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.