Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Lender shall instruct the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject maintained to transfer the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access funds on deposit in the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”)such operating bank account of Borrower as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct Lender will only instruct the transfer of funds in depository banks at which the Blocked AccountsAccounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Lender Payment Account upon the earlier to occur of: (i) a Default or an Event of Default shall exist or have occurred, or (ii) the making by Lender of the initial Revolving Loan hereunder. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, or any Guarantor receives possession Subsidiaries shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement. Borrower's and its shareholders', directors', employees', agents', Subsidiaries' and other Affiliates' agreement to act as a trustee for Lender pursuant to this Section 6.3(c) shall not be deemed to create a fiduciary relationship between them.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables that constitute Collateral and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers At Lender’s option, Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral AgentLender’s request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Borrower shall cause all funds received or deposited into the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are Accounts to be automatically on transferred each Business Day be remitted directly to the Lender Payment Account and Account. Borrower agrees that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesReceivables that constitute Collateral, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained in this Section 6.3(a), Lender agrees that, in the event Lender and Borrower are unable to agree with Reference Bank, within thirty (30) days subsequent to the date hereof, regarding the terms and conditions of a new Depository Account Control Agreement with respect to Borrower’s Blocked Accounts located at Reference Bank, to replace the existing blocked account agreement previously executed with respect to such Blocked Accounts among Reference Bank , Lender and Borrower, then Lender shall accept such existing blocked account agreement for purposes of this Section 6.3(a) with respect to Borrower’s Blocked Accounts at Reference Bank. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Lender in the Lender Payment Account. For purposes of calculating the amount of the Loans available to Borrowers, Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds Lender in the Lender Payment Account provided Account. if such payments and notice thereof are received within sufficient time (in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrowers’ Borrower’s loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower and all of its affiliates, during any Blocked Account Activation Periodsubsidiaries, any Borrower shareholders, directors, members, managers, employees or any Guarantor receives possession agents shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintainThe Debtor shall, at its expenseupon receipt of all checks, blocked accounts or lockboxes and related blocked accounts (in either casedrafts, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check and other remittances in payment of or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit on account of the Lenders and the Bank Product ProvidersAccounts, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked AccountsCollateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or remit liquidation of such Accounts until the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any Lender’s payments right it may have to or indemnification charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such bankdeposit, financial institution the Debtor agrees that it will not commingle any such checks, drafts, cash or other Personremittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collateral Reserve Account. The obligation of Borrowers to reimburse Administrative and Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and Lenders for during the continuance of any Default or Event of Default, to apply the funds on deposit in the Collateral Reserve Account against the Obligations in such amounts pursuant to this Section 6.3 shall survive order of application as is required by the termination or non-renewal of this Credit Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds Upon occurrence of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default and during the continuation thereof, the Administrative Agent shall have the right at any time, acting if it so chooses in the name of any or a Default with respect all of the Grantor, to non-collect the Accounts, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the Obligations has occurred collection of any Account, and to do all acts and things necessary or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) incidental thereto and the Grantor hereby ratify all such acts. The Administrative Agent may at any time after the occurrence of such Event of Default and during the continuation thereof and without notice to the Grantor, notify any Account Debtor or guarantor thereof that the Account owed by such Account Debtor has been assigned to the Administrative Agent and is subsequently waived in accordance with to be paid directly to the terms Administrative Agent. At the Administrative Agent’s request following the occurrence of this Agreement or such Default did not mature into an Event of Default and during the continuation thereof the Grantor will so notify Account Debtors and shall indicate on all ▇▇▇▇▇▇▇▇ to Account Debtors that payments thereon are to be made to the Administrative Agent. In the event Account Debtors are so notified, the Grantor shall not compromise, discharge, extend the time for payment or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default otherwise grant any indulgence or Default allowance with respect to non-payment any Account without the prior written consent of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgent. (b) For purposes of calculating The Grantor irrevocably designates and appoints the amount Administrative Agent its true and lawful attorney either in the name of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds or in the Payment Account provided such payments name of the Grantor, effective after the occurrence of an Event of Default and notice during the continuation thereof are to ask for, demand, ▇▇▇ for, collect, compromise, compound, receive, receipt for and give acquittances for any and all sums owing or which may become due upon any items of the Inventory Collateral or the Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the Administrative Agent may deem necessary or desirable in order to realize upon the Inventory Collateral and the Accounts Receivable Collateral, including, without limitation, power to endorse in the name of the Grantor, any checks, drafts, notes or other instruments received in accordance with payment of or on account of the Inventory Collateral or the Accounts Receivable Collateral, but the Administrative and Agent shall not be under any duty to exercise any such authority or power or in any way be responsible for the collection of the Inventory Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on or the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayAccounts Receivable Collateral. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating The rights set forth in this Section 5 are supplementary and in addition to (and not in limitation of) the rights granted to the Administrative Agent and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited Secured Parties in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementCredit Documents.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and Lender, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agentthat the depository bank will wire, for itself and the ratable benefit of the Lenders and the Bank Product Providersor otherwise transfer, may become bank’s customer with respect to in immediately available funds, on a daily basis, at such time as Agent shall direct, all funds received or deposited into the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver to such agreements or documents bank account of Agent as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything from time to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked time designate for such purpose ("Payment Account, Administrative and Collateral "). (b) Agent shall not issue to any bank instruct the depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control or other such instruction providing that to transfer the funds on deposit in the Blocked Accounts to such deposit accounts operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to be automatically on each Business Day be remitted directly transfer all funds received or deposited into the Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default Default, or a Default event which with respect to non-payment notice or passage of the Obligations has occurred time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived Borrower shall have failed to deliver any Borrowing Base Certificate in accordance with the terms of this Agreement or such Default did not mature into an Event of Default hereof, or (yiii) Modified Adjusted upon Agent's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (iv) Excess Availability is greater shall be less than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment ten (10%) percent of the Obligations has occurred, Administrative and Collateral Maximum Credit. In the event Agent shall promptly rescind such notice of sole control or other such instructions (any such period during instruct the depository banks at which the Blocked Accounts are subject maintained to so transfer funds to the sole control Payment Account, Borrower shall pay Agent a collection charge equal to fifty (50%) percent of Administrative and Collateral the amount of interest which would be payable by Borrower if for purposes of calculating interest funds received in payment of the Obligations were applied to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Payment Account. (c) Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to Lender. Borrower and any of its Affiliates shall, acting as trustee for Agent, receive, as the extent sole and exclusive property of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersAgent, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall which come into the possession or under the control of Borrower or any of its Affiliates immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or Borrower shall remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand Lender for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account maintained arising out of Administrative and Collateral Agent’s 's or any Lender’s payments to or 's indemnification of such bank, financial institution bank against damages incurred by such bank in the operation of the Blocked Accounts or other Personotherwise related thereto. The obligation This agreement of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 Lender shall survive the termination or non-non- renewal of the Accounts Agreement or this Agreement.

Collection of Accounts. (a) Borrowers On the Restatement Effective Date, each Grantor shall notify each Account Debtor to make all payments on the Accounts Receivable Collateral to a lockbox specified by the Agent. Upon the occurrence of an Event of Default: (1) the Grantors shall establish and maintain, maintain with the Agent a Collateral Reserve Account; (2) all payments received at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral the lockbox shall be deposited by the Agent into which Borrowers the Collateral Reserve Account; and (3) each Grantor immediately upon receipt shall promptly deposit transfer and direct their respective account debtors deliver to directly remit the Agent all payments on Receivables cash, checks, drafts, items and all payments constituting proceeds other instruments for the payment of Inventory or other Collateral in the identical form in money which such payments are made, whether by cash, check Grantor now has or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or may at any time hereafter receive in full or partial payment for the Inventory Collateral or otherwise as proceeds of the Accounts Receivable Collateral and, pending such transfer and from time delivery, such Grantor shall be deemed to time Administrative and Collateral Agent, hold same in trust for itself and the ratable benefit of the Lenders Agent. All collected balances in the Collateral Reserve Account shall be applied by the Agent on a daily basis in ratable payment of amounts outstanding under first, the Swing Line Advances and then, to the Advances of the several Banks and then, at the request of the Required Banks, to the Letter of Credit Advances and the Bank Product Providersother Obligations, may become bank’s customer with respect as the Required Banks shall direct the Agent. No Grantor shall be entitled to draw on the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to Reserve Account without the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment prior written consent of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000Agent; provided, thathowever, that at any time during which collected balances exist in the Collateral Reserve Account, if either (x) such there are no amounts outstanding under the Notes and no other Obligations are due and payable, and provided that no Default or Event of Default is subsequently waived in accordance with existence, a Grantor may withdraw such collected balances, or any portion thereof, therefrom. The Agent may, additionally, at any time in its sole discretion, enforce Grantor’s rights against the terms of this Agreement Account Debtors, including, without limitation, direct Account Debtors to make payments on the Accounts Receivable Collateral, or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurredportions thereof, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject directly to the sole control of Administrative and Collateral Agent and Borrowers the Account Debtors are not permitted hereby authorized and directed to access do so by a Grantor upon the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall existAgent’s direction, Borrowers and the funds so received shall be permitted to access and direct the transfer of funds also deposited in the Blocked Accounts. Each Borrower Collateral Reserve Account and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, applied as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsaforesaid. (b) For purposes Upon occurrence of calculating an Event of Default, the amount Agent shall have the right at any time, acting if it so chooses in the name of any or all of the Loans available Grantors, to Borrowerscollect the Accounts, payments will be applied (conditional upon final collection) to sell, assign, compromise, discharge or extend the Obligations on time for payment of any Account, to institute legal action for the Business Day collection of receipt by Administrative and Collateral Agent of immediately available funds any Account, to apply all amounts in the Payment Collateral Reserve Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes payment of calculating interest on the Obligations, during and to do all acts and things necessary or incidental thereto and the Grantors hereby ratify all such acts. The Agent may at any Blocked time after the occurrence of such Event of Default and without notice to any Grantor, notify any Account Activation Period, Debtor or guarantor thereof that the Account owed by such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) Debtor has been assigned to the Obligations on Agent and is to be paid directly to the date of receipt of immediately available funds by Administrative and Collateral Agent in Agent. At the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual request the Grantors will so notify Account Debtors and customary practices as in effect from shall indicate on all ▇▇▇▇▇▇▇▇ to Account Debtors that payments thereon are to be made to the Agent. In the event Account Debtors are so notified, no Grantor shall compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance with respect to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on any Account without the next Business Dayprior written consent of the Agent. (c) IfEach Grantor irrevocably designates and appoints the Agent, during effective upon the occurrence of an Event of Default, its true and lawful attorney either in the name of the Agent or in the name of such Grantor to ask for, demand, ▇▇▇ for, collect, compromise, compound, receive, receipt for and give acquittances for any Blocked Account Activation Periodand all sums owing or which may become due upon any items of the Inventory Collateral or the Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the Agent may deem necessary or desirable in order to realize upon the Inventory Collateral and the Accounts Receivable Collateral, including, without limitation, power to endorse in the name of such Grantor, any Borrower checks, drafts, notes or any Guarantor receives possession other instruments received in payment of or otherwise has control on account of any monies, checks, notes, drafts the Inventory Collateral or any other payment relating to and/or proceeds of the Accounts or other Receivable Collateral, but the Agent shall not be under any duty to exercise any such Person shall hold such items as trustee authority or power or in any way be responsible for Administrative and the collection of the Inventory Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementAccounts Receivable Collateral.

Collection of Accounts. (a) Borrowers shall Debtor shall, unless Lender requires Debtor to establish a lockbox arrangement upon the occurrence and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds during the continuation of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default (as defined in paragraph 9), collect all Accounts, and whenever Debtor shall receive any payment of any Account, Debtor shall hold such payment in trust for Lender. Debtor authorizes Lender to endorse the name of Debtor upon any checks or a Default other items received in payment of any Account and to do any and all things necessary in order to reduce the same to money. During the continuance of any Event of Default, Debtor also authorizes Lender, without notice, to appropriate and apply any balances, credits, deposits, accounts or money of Debtor in Lender's possession, custody or control to the payment of any of the Obligations. If any of the Accounts arise out of contracts with or orders from the United States or any State or any department, agency or instrumentality thereof, but subject to the terms and conditions set forth in the Credit Agreement, Debtor shall immediately notify Lender thereof in writing and shall execute any instrument and take any steps required by Lender in order that all money due and to become due under such contract or order shall be assigned to Lender and due notice thereof given to the appropriate governmental agency. Subject to the terms and conditions set forth in the Credit Agreement with respect to non-payment U.S. government Accounts, Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the judgment of Lender be necessary or desirable to evidence, validate and perfect the Obligations has occurred or (ii) Excess Availability is less than $40,000,000security interest of Lender in the Accounts; provided, thathowever, if either (x) such that until the occurrence of an Event of Default is subsequently waived in accordance Default, Debtor shall not be required to comply with the terms Federal Assignment of this Agreement Claim Act (provided further that said Accounts may not be included in the "Borrowing Base" following and 107 during the continuation of an "Event of Default" until compliance is completed, as set forth in the Credit Agreement). Upon the occurrence and during the continuation of an Event of Default, Lender shall have the right to notify any persons or such Default did not mature into entities owning any Accounts and to demand and receive payment, but Lender shall have no duty so to do. Upon the occurrence and during the continuation of an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at and upon the request of Lender, Debtor shall notify such account debtors and shall indicate on all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made invoices to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of account debtors that the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsaccounts are payable into a lockbox. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) As of the date hereof, Borrowers shall establish have established and shall hereafter at all times maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral (other than amounts deposited into Excluded Accounts) in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 5.3 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Without limiting any other rights or remedies of Agent or Lenders, at any time after the occurrence and during the continuance of a Trigger Event, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the contrary contained herein Agent Payment Account or in any Deposit Account Control Agreement relating to a Blocked Accountas Agent may direct. Agent shall, at the request of Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other Borrower, rescind such instruction providing at any time that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an no Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred or and be continuing and (ii) average Excess Availability is shall be greater than twenty-five (25%) percent of the Maximum Credit or $37,500,000 as of any date of the calculation thereof by Agent, in the case of both clauses (i) and (ii) for a period of not less than $40,000,000sixty (60) consecutive days (whereupon the Trigger Event shall be deemed to have ceased to be continuing); provided, that, if either a Trigger Event shall not be terminated following the third (x3rd) such Event of Default is subsequently waived in accordance with termination during the terms term of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked AccountsAgreement. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts during the continuance of a Trigger Event or other funds received and collected by Administrative and Collateral Agent or any LenderLender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) subject to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices Term Loan Facility Intercreditor Agreement as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Term Loan Priority Collateral and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement6.3(d) below.

Collection of Accounts. (a) Borrowers a Borrower shall establish and maintain, at its expense, blocked deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 6.3 hereto and after prior written notice to Agent, subject to Section 9.16, such other banks as Borrower may hereafter select as are acceptable to Agent. The banks set forth on Schedule 6.3 constitute all of the banks with whom Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with at such banks to a retail store location of Borrower or otherwise describes the nature of the use of such deposit account by Borrower. (i Borrower shall (and on and after the effectiveness of the increase in the Maximum Credit under Section 2.4, shall cause Noodle Kidoodle to) deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of Borrower on each business day into the deposit accounts of Borrower used solely for such purpose and identified to each retail store location as are reasonably acceptable set forth on Schedule 6.3 or as hereafter specified by Borrower to Administrative and Collateral Agent with respect to each retail store location of Noodle Kidoodle. All such funds deposited into which Borrowers the separate deposit accounts shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables be sent by wire transfer no less frequently than twice each week and all payments constituting other proceeds of Inventory or other Collateral in shall be sent by wire transfer, to the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained Accounts as provided in Section 5.2 hereof or 6.3(a)(ii) below. Promptly upon Agent's request, at any time and from time to time Administrative time, Borrower shall (or Agent may on behalf of Borrower) irrevocably authorize and Collateral direct in writing, in form and substance satisfactory to Agent, for itself and the ratable benefit each of the Lenders banks into which proceeds from sales of Inventory from each retail store location of Borrower (and on and after the Bank Product Providerseffectiveness of the increase in the Maximum Credit under Section 2.4, may become bank’s customer with respect each retail store location of Noodle Kidoodle) are at any time deposited as provided above to send all funds deposited in such account by wire transfer on a daily basis to the Blocked Accounts. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Agent. (ii Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location of Borrower (and on and after the effectiveness of the increase in the Maximum Credit under Section 2.4, each retail store location of Noodle Kidoodle) to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to Borrower (and on and after the effectiveness of the increase in the Maximum Credit under Section 2.4 hereof) from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and promptly upon Administrative substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and Collateral Lender, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewithfrom time to time designate for such purpose ("Payment Account"). Notwithstanding anything Subject to the contrary terms and conditions contained herein or in any Deposit Account Control Agreement relating to a Blocked Accountherein, Administrative and Collateral Agent shall not issue to any bank instruct the depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control or other such instruction providing that to transfer the funds on deposit in the Blocked Accounts to such deposit accounts operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to be automatically on each Business Day be remitted directly transfer all funds received or deposited into the Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (iiii) an Event of Default or a Default act, condition or event which with respect to non-payment notice or passage of the Obligations has occurred time or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into both would constitute an Event of Default shall exist or have occurred, or (yiv) Modified Adjusted Excess Availability is greater shall be less than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect the amount equal to non-payment ten (10%) percent of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions Maximum Credit (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”as then in effect). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent for and Collateral Agent and Lenders on behalf of Lender, in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) b For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account (the "Collection Period") provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. To the extent that payments and other funds are not being sent to the Payment Account as provided for in Section 6.3(a)(ii) above, Agent shall be entitled to charge Borrower an administrative fee equivalent to the interest Agent would have received for the Collection Period in accordance with the customary practices of Agent if such payments and other funds were being sent to the Payment Account. (c) Ifc Borrower and all of its Subsidiaries, during any Blocked Account Activation Periodshareholders, directors, employees, agents and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any Borrower or any Guarantor receives possession of or otherwise has control of any moniescash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts drafts, any other forms of store receipts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent, provided, that, if at any time the Excess -------- ---- Availability shall be less than $3,000,000, Borrower shall promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same any such cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts or other payments be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Upon the payment in full of all the obligations under the PNC Financing Agreements and if PNC’s interest in the Blocked Accounts and Depository Accounts are not otherwise assigned or transferred in accordance with the terms of the Intercreditor Agreement, the Borrowers shall shall, at the request of the Agent, establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Collateral Accounts”), ) as Administrative and Collateral Agent Required Lenders may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Agent, into which Collateral Accounts the Borrowers shall promptly deposit deposit, and direct their respective account debtors its accounts debtors, if any that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are mademade or received, whether by cash, check cheque or other manner. The parties hereto agree that: (i) the Borrowers have access to all funds in its bank accounts including the Collateral Accounts until a Default or Event of Default has occurred and is continuing; and (ii) as of the date of this Agreement, the Borrowers are freely choosing to deposit, and direct its account debtors that remit payments by electronic funds transfer to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral into the Collateral Accounts. (b) The banks at which the Collateral Accounts are established, the Borrowers and Agent shall deliver, or cause to be delivered to Administrative and Collateral Agententer into “springing” deposit account control agreements (each, a “Deposit Account Control Agreement duly authorizedAgreement”), executed in form and delivered by each substance satisfactory to Required Lenders, acting reasonably, providing that: (i) the depository bank where a Blocked Account is maintained as provided in Section 5.2 hereof has no Lien upon, or at any time and right to set-off against, the Collateral Accounts, the items received for deposit therein, or the funds from time to time Administrative on deposit therein; and (ii) at any time a Default or Event of Default has occurred and Collateral Agentis continuing, for itself Agent may (and at the ratable benefit direction of the Lenders and the Bank Product Providers, may become bank’s customer with respect Agent shall) provide notice to the Blocked depository bank (such notice being the “Full Control Notice”) to wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Collateral Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Accounts. The Borrowers are not permitted to access agree that, at any time a Default or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for continuing and a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations Full Control Notice has occurred, Administrative and Collateral been delivered by Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Perioddepository bank, all payments made to such Blocked Collateral Accounts or Payment Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for the benefit of Lenders, and Collateral shall be applied by Agent and Lenders to the extent of the then outstanding ObligationsObligations in accordance with Section 5.4. (bc) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. If Agent receives funds in a Payment Account at any time at which no Obligations are payable pursuant to Section 5.4 or in excess of such outstanding Obligations payable pursuant to Section 5.4, Agent shall transfer such funds to the Borrowers at such account as the Borrowers may direct, provided that the Borrowers shall, at Agent’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Agent a cash collateral agreement in form and substance satisfactory to Agent providing to Agent a first priority Lien over such account. (cd) IfAt any time a Default or Event of Default has occurred and is continuing, during any Blocked Account Activation Periodthe Borrowers and all of their affiliates, any Borrower Subsidiaries, shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Collateral Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event event, after a Default or Event of Default has occurred and is continuing, shall the same be commingled with any Borrower’s or any Guarantor’s the Borrowers own funds during any Blocked Account Activation Periodfunds. The Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Collateral Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Collateral Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Agents’ payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of the Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement. (e) If PNC’s interest in the Blocked Accounts and Depository Accounts are assigned and/or transferred to the Agent in accordance with the terms of the Intercreditor Agreement, the Borrowers agree that this Section 5.3 shall apply to such accounts as if such accounts were Collateral Accounts and/or Payment Accounts and the Borrowers further agree, at the request of the Agent to duly execute and deliver or cause to be duly executed and delivered such further agreements, documents, and instruments or do or cause to be done such further acts as may be reasonably necessary to complete and enforce such assignment and/or transfer.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors and other obligors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Guarantors shall deliver, or cause to be delivered delivered, to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof hereof. The Subsidiary Collection Accounts shall be the Blocked Accounts to which Guarantors shall deposit and direct their respective account debtors and other obligors to directly remit such payments as provided above. The amounts received in the lockboxes of each Guarantor shall be deposited in the Subsidiary Collection Accounts of such Guarantor and then as available transferred to the Concentration Account each Business Day. The Concentration Account shall be the Blocked Account to which US Borrower shall deposit and direct its account debtors and other obligors to directly remit such payments as provided above. The amounts received in the lockbox of a Canadian Borrower shall be deposited in a Blocked Account held in the name of such Canadian Borrower. (b) The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts constituting the Subsidiary Collection Accounts are maintained shall provide that the items received for deposit therein, or at any time and the available funds from time to time Administrative and Collateral Agenton deposit therein will be transferred, for itself and each Business Day (or as to any such Subsidiary Collection Account until the ratable benefit balance of available funds therein is more than $25,000 then once each week) only to the Lenders and the Bank Product Providers, may become bank’s customer Concentration Account. The Deposit Account Control Agreement of US Borrower with respect to the Blocked Accounts Concentration Account and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any all other Deposit Account Control Agreement relating Agreements with any US Company shall provide that the items received for deposit therein, or the available funds from time to a time on deposit therein, will be transferred, upon written notice from Agent, only to the Agent Payment Account. The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts of the Canadian Borrowers are maintained shall provide that the items received for deposit therein, or the available funds from time to time on deposit therein, will be transferred, upon written notice from Agent, to the Canadian Lender Payment Account, Administrative and Collateral . Until such time as Agent shall not issue to any notify the depository bank at which a Blocked the Concentration Account is maintained a notice of sole control or other otherwise, such instruction providing that depository bank shall transfer the funds on deposit in the Blocked Accounts to such deposit accounts are operating bank account of the applicable Borrower or Guarantor as US Borrower shall specify in writing to be automatically on each Business Day be remitted directly Agent. Agent will only instruct the depository bank at which the Concentration Account is maintained (or any of the other Deposit Account Control Agreements with a US Company other than those with respect to the Subsidiary Collection Accounts) to transfer all funds received or deposited into such Blocked Accounts to the Agent Payment Account (in the case of US Borrower and Guarantors) or to the Canadian Lender Payment Account (in the case of the Canadian Borrowers) at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred and be continuing, or (ii) the aggregate amount of the Excess Availability is of Borrowers shall be less than $40,000,000; provided25,000,000. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Agent Payment Account or the Canadian Lender Payment Account (as the case may be), that, if either each of the conditions set forth in clauses (xi) such Event of Default is subsequently waived in accordance with the terms of this Agreement and (ii) above do not exist or such Default did have not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter occurred and are not continuing for a period of 60 not less than thirty (30) consecutive days and no Event of Default or Default with respect days, upon US Borrower's written request, Agent shall instruct such depository banks to non-payment transfer the funds on deposit in such accounts to such operating bank account of the Obligations has occurred, Administrative applicable Borrower or Guarantor as US Borrower may specify in writing to Agent until such time as Agent is entitled to notify and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which notify the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accountsdepository bank otherwise as provided above. Each Borrower and each Guarantor agrees that, during any Blocked on and after the time that Agent has instructed the depository banks to transfer such funds to the Agent Payment Account Activation Periodor the Canadian Lender Payment Account (as the case may be) and for so long as such instructions are in effect, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (bc) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account (in the case of the US Companies) or the Canadian Lender Payment Account (in the case of the Canadian Borrowers) provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (cd) IfEach Borrower and Guarantor shall deposit or cause to be deposited in the Blocked Accounts, during any Blocked Account Activation Periodor remit or cause to be remitted, any Borrower or any Guarantor receives possession of or otherwise has control of in kind, to Agent any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or any Guarantor’s 's own funds during any Blocked until such time as such funds may be transferred to an operating account of a Borrower or Guarantor prior to the exercise by Agent of its right under Section 6.3(b) to have funds remitted to the Agent Payment Account Activation Periodor Canadian Lender Payment Account, as the case may be. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower and each Restricted Subsidiary shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver and shall cause each Restricted Subsidiary to deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers Borrower shall execute and deliver and shall cause each Restricted Subsidiary to delivery such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Unless and until a Trigger Event exists, Agent shall permit such banks maintaining such Blocked Accounts to remit amounts deposited therein to the contrary contained herein operating accounts of Borrower or such Restricted Subsidiary. During the existence of a Trigger Event, Borrower agrees that Agent may determine, in Agent's sole discretion, that all or any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment portion of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations; provided, however, that if no Revolving Loans are outstanding and no Event of Default shall exist or be continuing at the time any such funds are received or after application of any such funds, such funds shall be promptly remitted to Borrower to the extent that at such time the Borrowing Base meets or exceeds existing Letter of Credit Accommodations and fees and expenses then due and owing by Borrower or any Obligor to Agent or any Lender pursuant to this Agreement are paid in full. (b) For purposes of calculating the amount of the Revolving Loans available to BorrowersBorrower, such payments on account of the Revolving Loans pursuant to Section 6.4 hereof will be applied (conditional upon final collection) to the Obligations Revolving Loans on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation PeriodRevolving Loans, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on Revolving Loans the next Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers Borrower shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower and its shareholders, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daydirectors, and if notemployees, then on the next Business Day. For the purposes of calculating interest on the Obligationsagents, during any Blocked Account Activation Period, such payments Subsidiaries or other funds received from Affiliates shall, acting as trustee for Agent, receive, as the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date property of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, bank financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with the banks set forth on Schedule 31 to the Information Certificates and such other banks as are reasonably acceptable to Administrative Agent; provided, that, not later than sixty (60) days following the date hereof (or such later date as Agent may agree in its discretion), each Borrower and Collateral Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services at ▇▇▇▇▇ or one of its Affiliates (except for certain local deposit accounts agreed to by Agent into and Borrowers which shall be maintained with such other institutions as are acceptable to Agent) of a type and on terms reasonably satisfactory to Agent. The banks set forth on Schedule 31 of the Information Certificate constitute all of the banks with which all Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all Guarantors have deposit account and cash management arrangements as of the date hereof and identifies each of the deposit accounts at such banks that are used for receiving receipts from particular locations of a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower or Guarantor. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments constituting and proceeds of Inventory Collateral; provided, that, at any time that a Cash Dominion Event exists or has occurred and is continuing, Agent may, at its option, instruct the banks at which the Blocked Accounts are maintained to remit the funds (other Collateral than funds in respect of Non-Borrower Receivables) therein to Agent for application to the identical form in which Obligations and to otherwise comply only with the instructions of Agent. If such payments Cash Dominion Event ceases to exist, Agent agrees to notify such banks that such banks are madeno longer required to remit such funds to the Agent Payment Account or Agent, whether by cashand that such banks shall transfer such funds to the operations or disbursement accounts of the applicable Borrower upon the instructions of such Borrower. Within sixty (60) days after the date hereof, check or other manner. Borrowers each Borrower and Guarantor shall deliverhave delivered, or cause caused to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time for which Agent has not yet received a Deposit Account Control Agreement; provided, that, Borrowers and from time Guarantors shall not be required to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer deliver such Deposit Account Control Agreements with respect to (i) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees, or their fiduciary trust accounts and (ii) an account maintained by Borrowers and a management company engaged by Borrowers for the purpose of paying the real property taxes of Borrowers and Guarantors so long as (A) Borrowers prefund the amount of taxes to be paid in such account not earlier than ten (10) Business Days prior to the date such taxes are required to be paid and (B) at all times other than the time when such account may be prefunded during such five (5) day period with the amount of taxes to be so paid, not more than $5,000 is maintained in such account. The Deposit Account Control Agreements shall provide that upon notice from Agent (which shall be given upon the existence or occurrence of a Cash Dominion Event and shall be revoked promptly after the expiration of such Cash Dominion Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Accounts and promptly Account only from Agent. Promptly upon Administrative and Collateral Agent’s request, Borrowers each Borrower and Guarantor shall execute and deliver such agreements or documents as Administrative and Collateral Agent may in good faith require in connection therewith. Notwithstanding anything Each Borrower and Guarantor agrees that after notice by Agent to the contrary contained herein or in any bank under the Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and Lenders the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations; provided, that in the event any Non-Borrower Receivable is deposited into the Blocked Accounts, in error or otherwise, such deposit shall be treated as a non-refundable payment to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Revolving Loans and other Obligations in respect thereof on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time prior to credit Borrowers’ loan accounts on such day12:00 p.m. New York time, and if not, then on the next Business Day. For the purposes of calculating interest on the ObligationsRevolving Loans and other Obligations in respect thereof, during any Blocked Account Activation Periodfor the sole and equal benefit of ▇▇▇▇▇ Fargo, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date same day of the receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time prior to time and within sufficient time to credit Borrowers’ loan accounts on such day12:00 p.m. New York time, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.next

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), with such Lenders as Borrower may select, and the Administrative Agent shall establish and Collateral maintain bank accounts of the Administrative Agent may specify, (“Payment Accounts”) in each case on its own books or with such banks as are reasonably acceptable to selected by the Administrative and Collateral Agent into which Borrowers Agent. Borrower shall promptly deposit and direct their respective its account debtors that remit payments by electronic funds transfers to directly remit remit, to such Blocked Accounts all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to which the Blocked Accounts are established shall enter into an agreement, in form and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything substance satisfactory to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked AccountAdministrative Agent, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default that all items received or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of security interest held by the Administrative Agent, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein, save for customary rights in such agreements to recover normal fees, costs and Collateral Agent expenses incurred in operating such accounts and Borrowers are not permitted to access reimbursement for chargebacks, errors and items returned through the clearing, and (ii) that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts is referred to herein is the operating accounts maintained by an Operating Company with the Swingline Lender (each, a “Blocked Account Activation PeriodCollection Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans Borrowing Base available to Borrowersthe Borrower, such payments made to the Blocked Account, will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ▇▇▇▇▇▇▇▇’s loan accounts account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation PeriodRevolving Loans, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by the Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ▇▇▇▇▇▇▇▇’s loan accounts account(s) on such day, and if not, then on the next Business Day. If the Administrative Agent receives funds in a Blocked Account at any time at which no Revolving Loans are outstanding or in excess of such outstanding Obligations, the Administrative Agent shall transfer such funds to the Borrower at such account as Borrower may direct (which account is, as of the date hereof, set out in Schedule 10.17), provided that the Borrower shall, at the Administrative Agent’s request, deposit such funds to an account maintained at the bank at which the Blocked Accounts are maintained (which account is, as of the date hereof, set out in Schedule 10.17) and, prior to such transfer, shall execute and deliver to the Administrative Agent a cash collateral agreement in form and substance satisfactory to the Administrative Agent providing to the Administrative Agent a first priority security interest over such account. (c) IfBorrower shall, during any Blocked Account Activation Periodacting as trustee for the Administrative Agent, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of the Administrative Agent, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor▇▇▇▇▇▇▇▇’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree ▇▇▇▇▇▇▇▇ agrees to reimburse the Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Lenders’ payments to or indemnification of such bankbank or person, financial institution unless such payment or other Personindemnification is caused by the wilful misconduct or gross negligence of such Lender. The obligation of Borrowers the Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 7.3 shall survive the termination or non-renewal of this Agreement. (d) For greater certainty, the Borrower hereby acknowledges, confirms, covenants and agrees to and in favour of Lenders that notwithstanding an Event of Default, it shall continue to comply with any Blocked Accounts or Payment Accounts agreements required pursuant to this Agreement and that the continued operation of such Blocked Accounts or Payment Accounts before or after an Event of Default shall not in any way be deemed to be an enforcement by Lenders of any of its security agreements and that Lenders have the contractual right, and the Borrower hereby consents and irrevocably and unconditionally authorizes and directs Lenders, to continue to apply any and all deposits and proceeds of Collateral against the outstanding Obligations. (e) Notwithstanding anything to the contrary contained herein, the provisions in this Section 7.3 relating to the Administrative Agent’s dominion over ▇▇▇▇▇▇▇▇’s accounts, and particularly the required wire transfer to a Collection Account pursuant to clause (ii) of Section 7.3(a), shall only be triggered during the continuance of a Trigger Event. For greater certainty, all other provisions in this Section 7.3 shall apply in any event, including without limitation the obligation to make payments into the Blocked Accounts.

Collection of Accounts. (a) Prior to the occurrence of a Compliance Triggering Event or Event of Default, Borrowers shall retain control of their cash, including payments and proceeds of Collateral. Concurrently with this Agreement, Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative Lender. Such Blocked Accounts may be Central Collection Deposit Accounts, and Collateral Agent into which the term Blocked Accounts shall mean and include the Central Collection Deposit Accounts. Upon an Event of Default or a Compliance Triggering Event, and during any Availability Compliance Period (related to a Compliance Triggering Event), and upon Lender's request, Borrowers shall promptly deposit into one or more Blocked Accounts and direct their respective account debtors to directly remit into such Blocked Accounts all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Concurrently with this Agreement, Borrowers shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof which agreement shall provide that upon notice from Lender (which shall be given upon an Event of Default or at any time a Compliance Triggering Event and from time revoked promptly after the related Availability Compliance Reinstatement Date), such bank will send funds on a daily basis to time Administrative the Lender Payment Account and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer otherwise take instruction with respect to the such Blocked Accounts and promptly Account only from Lender. Promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything Borrowers agree that after notice by Lender to the contrary contained herein or in any bank under the Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintainSo ;ong as the procedures set forth in this Article remain in effect, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral the arrangements between the Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to making of Loans shall be handled in the Blocked Accounts manner set out herein. A. The Borrowers will, at Borrowers' cost and promptly upon Administrative and Collateral Agent’s requestexpense, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are (i) arrange for remittances on Ac- counts to be automatically on each Business Day be remitted made directly to the Payment Cash Collateral Account and that Borrowers are not permitted to access or otherwise direct in such funds unless either (i) an Event of Default or a Default with respect to non-payment of other manner as the Obligations has occurred or Agent may direct, (ii) Excess Availability is less than $40,000,000; providedexcept for disputed items, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, deposit all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lenderthe Borrowers on account of Accounts, whether in respect the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, into the Cash Collateral Account in original form received (but with any endorsements of the Receivables, as proceeds of Inventory Borrowers necessary for deposit or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day), and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds thereof, and (iii) deposit or cause to be deposited into the Cash Collateral Account all other sums paid or payable to the Borrowers from any source, including, but not limited to, insurance proceeds and condemnation awards. The deposits into the Cash Collateral Account will be subject to withdrawal only by Administrative and Collateral the Agent in the Payment Account provided as hereinafter provided. Until such payments or are deposited, such payments shall be deemed to be held in trust by the Borrowers for and as the Lenders' property and shall not be commingled with the Borrowers' other funds and notice thereof are received accounts, all of which will be maintained in accordance with Administrative Section 7.1.M. B. All remittances and Collateral Agent’s usual payments that are deposited in accordance with the foregoing will be immediately applied by the Agent to reduce the outstanding balance of the Loans, subject to the continued accrual of interest on such remittances and customary practices as payments for two (2) Business Days (or three {3} Business Days in effect from time the case of remittances and payments received after 12:00 noon, New York, New York time) and in any event subject to time and within sufficient time final collection in cash of the item deposited. C. The Agent shall not, however, be required to credit Borrowers’ loan accounts on such day, and if not, then on ' account for the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control amount of any monies, checks, notes, drafts or any other payment relating instrument which is unsatisfactory to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand Agent may charge the Borrowers' account for the amount of any amounts owed or paid instrument which is returned to the Agent unpaid. D. Each month the Agent shall render to the Borrowers a statement of the Borrowers' account, which shall constitute an account stated and shall be deemed to be correct and accepted by and be binding upon the Borrowers unless the Agent receives a written statement of the Borrowers' exceptions within thirty (30) days after such statement was rendered to the Borrowers. E. The Borrowers shall not, without the Agent's prior written consent, which the Agent may withhold in the Agent's business judgment, with respect to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established single Account in excess of $2,500.00 or any other bankcombination of Accounts in excess of $50,000.00 in any Fiscal Year, financial institution or other Person involved in grant any extension of the transfer time of funds to or from the Blocked payment of any Accounts, compromise, adjust or settle any other deposit account Accounts for less than the full amount thereof, release, in whole or in part, any investment account arising out of Administrative and Collateral Agent’s Person or property liable for the payment thereof, extend the time for payment thereof, or allow any Lender’s payments to credit or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this discount whatsoever thereon except as permitted under Section 6.3 shall survive the termination or non-renewal of this Agreement7.3.

Collection of Accounts. (a) Borrowers shall establish Upon the occurrence and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts during the continuance of any Event of Default (in either case, “Blocked Accounts”a "Default Period"), as Administrative Bank may require Borrower to establish a Special Remittance Account at Bank and Collateral Agent may specifyshall cause all of the Accounts Receivable to be paid by the Account Debtors into such Special Remittance Account. In the event any payments on the Accounts Receivable are made to Borrower during a Default Period, with Borrower shall notify Bank of such banks collections as are reasonably acceptable received and shall hold the Proceeds received from such collections in trust for Bank without commingling the same with other funds of Borrower and shall turn the same over to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral Bank immediately upon receipt in the identical form in which such payments are made, whether by cash, check or other mannerreceived. Borrowers shall deliver, or cause Proceeds so transmitted to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct deposited into the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsSpecial Remittance Account. (b) For purposes Bank may apply against the outstanding balance of calculating Borrower's Loan Accountor the amount outstanding balance of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect Term Note from time to time any collections on and within sufficient time Proceeds from Accounts Receivable forwarded to Bank and/or in Bank's possession (including, without limitation, any such collections and Proceeds in any lock-box, the Special Remittance Account or any operating or other account maintained or to be maintained by or for Borrower at Bank). Nothing herein shall be deemed to diminish or limit any of Bank's rights or remedies under applicable law or Section 3.3, Section 10, Section 11, or any other Section of this Agreement or otherwise. If no Event of Default has occurred or is continuing hereunder and if there is no excess outstanding balance in Borrower's Loan Account required to be paid by Borrower under Section 3.3 hereof, Bank may, at its option, deposit any or all collections on and Proceeds from Accounts Receivable in Bank's possession into Borrower's operating account maintained and to be maintained at Bank. Bank shall not be required to credit Borrowers’ loan accounts on such day, and if not, then on Borrower's Loan Account with the next Business Day. For the purposes amount of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments check or other funds instrument constituting provisional payment until Bank has received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds payment thereof at its office in cash or solvent credits accepted by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayBank. (c) If, Borrower shall provide notice to all Account Debtors to remit payments during any Blocked Default Period to the Special Remittance Account. Upon the occurrence of an Event of Default, Borrower shall notify the Account Activation PeriodDebtors of the security interest of Bank in the Accounts and shall instruct Account Debtors to remit payments directly to Bank, any and Bank may itself so notify Account Debtors. 6.2 Borrower agrees that no court action or any Guarantor receives possession other legal proceeding or garnishment, attachment, repossession of or otherwise has control of any moniesproperty, checks, notes, drafts or any other payment relating attempt to and/or proceeds repossess any merchandise covered by an Account shall be attempted by Borrower except by or under the direction of competent legal counsel. Borrower hereby agrees to indemnify and hold the Bank harmless for any loss or liability of any kind or character which may be asserted against Bank by virtue of any suit filed, process issued, or any repossession or attempted repossession done or attempted by Borrower or by virtue of any other endeavors which Borrower may make to collect any Accounts or other Collateral, repossess any such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementmerchandise.

Collection of Accounts. (a) Borrowers shall establish All Collections and maintainother amounts received by the Borrower from any account debtor, at its expensein addition to all other cash received from any other source (including, blocked accounts or lockboxes and related blocked accounts (in either casewithout limitation, “Blocked Accounts”), as Administrative and upon sales of Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be property permitted hereunder (unless remitted directly to the Payment Agent)), shall upon receipt be deposited into an account (each, a "Blocked Account") opened by the Borrower at a financial institution selected by the Borrower and acceptable to the Agent (each, a "Blocked Account Bank"). The Borrower shall use its best efforts to cause each Blocked Account Bank to enter into an agreement with the Borrower and the Agent substantially in the form of Exhibit K to this Credit Agreement (each, a "Blocked Account Agreement"), provided that, with -------- respect to any Blocked Account not subject to a Blocked Account Agreement, the Agent may require the Borrower to close such Blocked Account and that Borrowers are not permitted have all funds therein transferred to access or the Fleet Account and all future Collections which would otherwise direct be deposited in such funds unless either Blocked Account deposited in another Blocked Account which is subject to a Blocked Account Agreement. Deposits in each Blocked Account shall be transferred via the automated clearing house system each Business Day into an account (ithe "Fleet Account") an Event maintained by the Agent at Fleet and established pursuant to a concentration account agreement entered into among the Borrower, the Agent and Fleet substantially in the form of Default or a Default with respect Exhibit L to non-payment the this Credit Agreement (the "Concentration Account Agreement"). Where applicable, such transfers shall be subject to the terms and conditions of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived relevant Blocked Account Agreement. The Borrower shall accurately report all amounts deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to ensure the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the proper transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsset forth above. (b) For purposes of calculating The Borrower may request that the amount of Agent close Blocked Accounts and/or open new Blocked Accounts (or, in either case, permit the Loans available Borrower to Borrowersdo so), payments will be applied (conditional upon final collection) subject to the Obligations on execution and delivery to the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any appropriate Blocked Account Activation Period, such payments or other funds received from Agreements (unless expressly waived by the Blocked Account will be applied (conditional upon final collectionAgent) consistent with the provisions of this Section 2.9 and otherwise satisfactory to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers The Company shall establish use its best efforts, and maintain---------------------- will cause each Material Subsidiary to use its best efforts, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered collected from each Account Debtor, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to Administrative be collected in accordance with lawful collection procedures) and Collateral Agentshall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The Company shall not rescind or cancel, a Deposit Account Control Agreement duly authorizedand shall not permit any Material Subsidiary to rescind or cancel, executed and delivered any indebtedness or obligation evidenced by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof any Account, modify, make adjustments to, extend, renew, compromise or at settle any time and from time material dispute, claim, suit or legal proceeding relating to time Administrative and Collateral Agentor sell or assign any Account, for itself and or interest therein, without the ratable benefit prior written consent of the Lenders and Bank, except that, subject to the rights of the Bank Product Providersunder the Loan Documents, if no Default or Event of Default shall have occurred and be continuing, the Company or any Material Subsidiary may become bank’s customer with respect allow in the ordinary course of business as adjustments to the Blocked amounts owing under its Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default extension or a Default with respect to non-payment renewal of the Obligations has occurred time or times of payment, or settlement for less than the total unpaid balance, which the Company or such Material Subsidiary finds appropriate in accordance with sound business judgment and (ii) Excess Availability is less than $40,000,000; provideda refund or credit due as a result of discounts, thatover-▇▇▇▇▇▇▇▇ and miscellaneous credits, if either (x) such Event of Default is subsequently waived all in accordance with the terms of this Agreement Company's or such Default did not mature into an Event Material Subsidiary's ordinary course of Default business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorneys' fees) of collection, whether incurred by the Company, any Material Subsidiary or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default the Bank, shall be borne by the Company or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject Material Subsidiary. Notwithstanding anything contained in this Section 8.15 to the sole control of Administrative and Collateral Agent and Borrowers are not permitted contrary, neither the Company nor any Material Subsidiary shall change its credit policies or procedures to access the Blocked Accounts is referred to herein is establish a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds due date in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on invoice more than 30 days after the date of receipt of immediately available funds by Administrative and Collateral Agent such invoice or, in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control case of any moniesinvoice issued prior to installation, checks, notes, drafts or any other payment relating to and/or proceeds 30 days after the date of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementinstallation.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors (including, in the case of Polar, account debtors in respect of Accounts settled through the Clearing Bank) to directly remit all payments on Receivables and all payments constituting proceeds of Inventory constituting Collateral or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything In the case of Accounts, the payment of which is settled through CNS and/or CASS and the Clearing Bank, Polar shall cause CNS and/or CASS, as applicable, to enter into and continue effective an agreement in favor of and in form and substance satisfactory to Agent, providing for the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted automatic remittance directly to the Agent Payment Account (unless Agent otherwise instructs the Clearing Bank) of all credit balances available to Polar under the Clearinghouse Agreements on each scheduled or other settlement date in accordance with the terms hereof. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account and will only instruct the Clearing Bank to remit funds directly to the Agent Payment Account, at any time that Borrowers are not permitted to access or otherwise direct such funds unless either of the following events (each, a "Sweep Event") has occurred: (i) an a Default or Event of Default shall exist or a Default with respect to non-payment of the Obligations have occurred which has occurred not been waived by Agent in writing, or (ii) Excess Availability is shall be less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts20,000,000. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts Agent Payment Account or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory constituting Collateral or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are ARE received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. The economic benefit of the timing in the application of payments shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts constituting Collateral or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.'s own

Collection of Accounts. During the term of this Agreement and so long as any Obligation remains outstanding, each Borrower shall be a party to a three party agreement (athe “Lockbox Agreement”) Borrowers shall establish with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form lockbox to Bank. Upon Bank’s receipt of such collections, in which such payments are madeimmediately available funds, whether by cashand after the Bank’s ordinary course processing thereof, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds to the outstanding Obligations in such order as it shall determine in its discretion. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the foregoing, whether or not an Event of Default or a Default with respect has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to non-payment of Bank in their original form, duly endorsed, to be applied to the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsSection 9.4 hereof. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Each US Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which US Borrowers shall shall, in accordance with Lender’s instructions, promptly deposit and direct their respective account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject established shall enter into deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts is referred are the property of Lender, that the depository bank has no Lien upon, or right to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose. Each US Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Administrative and Lender and/or US Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsLender. (b) For purposes of calculating the amount of the Loans available to US Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to applicable US Borrower at such account as such US Borrower may direct, provided that such US Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to US Collateral Agent a cash collateral agreement in form and substance satisfactory to US Collateral Agent providing to US Collateral Agent a first priority Lien over such account. (c) IfUS Borrowers and all of their affiliates, during any Blocked Account Activation PeriodSubsidiaries, any Borrower shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any a US Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each US Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers each US Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish The EqualNet Companies will cause all moneys, checks, notes, drafts and maintain, at its expense, blocked accounts other payments relating to or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in accounts of the identical form in EqualNet Companies upon which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause the Purchaser has a first priority security interest to be delivered forwarded to Administrative a U.S. Postal Service box ("Lockbox") specified by Purchaser for deposit in an account ("COLLATERAL ACCOUNT") of the EqualNet Companies under the control of Purchaser as may be specified in an agreement among the Company, the Purchaser and the institution where such Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time located. The EqualNet Companies will advise each account debtor to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer address all remittances with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything amounts payable on account of any accounts to the contrary contained herein or in any Deposit Account Control Agreement specified Lockbox and all invoices relating to a Blocked Account, Administrative and Collateral Agent shall not issue any such accounts to any bank at which a Blocked Account indicate that payment is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to made via the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsspecified Lockbox. (b) For purposes of calculating The EqualNet Companies and the amount Purchaser shall cause all collected balances in the Collateral Account to be: (i) paid to the Purchaser or other holders of the Loans available to Borrowers, payments will be applied (conditional upon final collection) Refinancing Notes to the Obligations on extent of any amount due and payable pursuant to Section 2.3(a) of the Business Day Note Agreement, and (ii) with respect to the balance, so long as no Event of receipt Default under the Notes or the Refinancing Notes has occurred and is continuing, transferred to a deposit account of the EqualNet Companies as instructed by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect EqualNet Companies from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daytime. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any Any monies, checks, notes, drafts or any other payment relating payments referred to and/or proceeds in paragraph (a) of Accounts this Section 5 which, notwithstanding the terms of such paragraph, are received by or other Collateralon behalf of the EqualNet Companies, such Person shall hold such items will be held in trust and transferred as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereofpromptly as possible, deposit or cause the same to be deposited in the Blocked Accountsexact form received, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled together with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand necessary endorsements for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementAccount.

Collection of Accounts. At any time after the occurrence of an Event of Default and during the continuance thereof, Secured Party shall have the right to require Debtor to, and Debtor shall, upon written notice from Secured Party: (a) Borrowers Make collections of proceeds upon its Accounts, as herein defined, hold the proceeds received from collections in trust for Secured Party and turn over such proceeds to Secured Party daily in the exact form in which they are received, together with a collection report in form satisfactory -4- 5 to Secured Party. Secured Party shall establish immediately apply, subject to collection, such proceeds and maintainany proceeds of Accounts received by it pursuant to the following provisions of this Section 2 to the payment of the Obligations in such order of application as Secured Party, in its sole discretion, may determine; (b) Assign or endorse the Accounts to Secured Party, and notify account debtors that the Accounts have been assigned and should be paid directly to Secured Party; (c) Turn over to Secured Party all Inventory, as herein defined, returned in connection with any of the Accounts; (d) Mark ▇▇ stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to Gunt▇▇▇ ▇▇▇tners, LLC" and stamp or otherwise mark ▇▇▇ keep its books, records, documents and instruments relating to the Accounts in such manner as Secured Party may require; and (e) Mark ▇▇ stamp all invoices with a legend satisfactory to Secured Party so as to indicate that the same should be paid directly to Secured Party. Notwithstanding the foregoing, Secured Party shall have the right, at its expenseany time after the occurrence of an Event of Default, blocked accounts or lockboxes and related blocked accounts (in either caseduring the continuance thereof, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with to itself so notify such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to make such payments of the Accounts directly remit all payments on Receivables and all payments constituting proceeds For the purpose of Inventory or other Collateral this Sect▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇eby irrevocably constitutes Secured Party as Debtor's attorney-in-fact to issue in the identical form name and execute or endorse on behalf of Debtor each and every notice, instrument and document necessary to carry out the purposes of the provisions of this Section 2, and to take such action in which connection with the collection of the Accounts, including, without limitation, suing thereon, compromising or adjusting the same, as Secured Party, in its sole discretion, deems necessary. The power of attorney granted hereby shall be self-executing, but Debtor shall promptly execute and deliver to Secured Party, upon written request of Secured Party, such payments are madeadditional separate powers of attorney, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and Secured Party may from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s reasonably request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) an If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; providedcontinuing, thatwithout limiting Bank’s other rights and remedies, if either (x) Bank shall have the right to apply such Event of Default is subsequently waived in accordance with proceeds pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.9.4

Collection of Accounts. The Borrower shall, and shall cause each of its Designated Restricted Subsidiaries to, maintain at all times a lockbox (aindividually, a "LOCKBOX" and collectively, the "LOCKBOXES") Borrowers and shall establish have instructed all account debtors on its Accounts and maintainall obligors with respect to any proceeds of Collateral to remit all Collections and all such proceeds to such Lockboxes (and the Borrower shall, at and shall cause each of its expenseDesignated Restricted Subsidiaries to, blocked accounts use its best efforts to cause all account debtors and all obligors with respect to proceeds of Collateral to remit Collections and such proceeds to such Lockboxes). The Borrower, its Designated Restricted Subsidiaries, the Agent and the financial institutions selected by the Borrower and acceptable to the Agent (the "LOCKBOX BANKS") shall enter into agreements substantially in the form of Exhibit I, or lockboxes and related blocked accounts such other form as the Agent may approve (in either case, “Blocked Accounts”the "LOCKBOX AGREEMENTS"), which among other things shall provide for the opening of an account for the deposit of Collections and proceeds of Collateral (a "COLLECTION ACCOUNT") at a Lockbox Bank; provided, however, that from the date on which the Borrower or a Designated Restricted Subsidiary opens for business (whether through an Acquisition or otherwise) a new rental yard in an area not previously served by a rental yard of the Borrower or a Designated Restricted Subsidiary until the earlier of (i) the 120th day thereafter and (ii) the date a Lockbox for such new rental yard is established, the Borrower or such Designated Restricted Subsidiary may maintain accounts into which the Borrower or such Designated Restricted Subsidiary deposits Collections and proceeds of Collateral for the new rental yard (individually, a "RESTRICTED ACCOUNT" and collectively, the "RESTRICTED ACCOUNTS") with the financial institutions selected by the Borrower and acceptable to the Agent (the "RESTRICTED ACCOUNT BANKS"), and, within 15 Business Days after the opening of any such Restricted Account, the Borrower or such Designated Restricted Subsidiary, as Administrative the case may be, the Agent and such financial institutions shall enter into agreements with respect to the respective Restricted Accounts substantially in the form of Exhibit J (the "RESTRICTED ACCOUNT AGREEMENTS"). All Collections and other amounts received or receivable by the Borrower or a Designated Restricted Subsidiary from any account debtor, in addition to all other cash and proceeds of Collateral received from any other source, shall upon receipt be deposited into a Collection Account or a Restricted Account, as the case may be, of the Borrower or such Designated Restricted Subsidiary. Except with respect to the replacement of a Restricted Account Agreement with a Lockbox Agreement, termination or modification of such arrangements shall be subject to approval by the Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements or the Restricted Account Agreements, as the case may be, all available amounts held in each Collection Account or Restricted Account, as the case may be, of the Borrower or a Designated Restricted Subsidiary shall be wired each Business Day into the Borrower's concentration account maintained by the Agent with the Disbursement Bank (such concentration account or such other account as the Agent may specifyapprove in writing, the "CONCENTRATION ACCOUNT"). All amounts received in the Concentration Account from the Lockbox Banks or the Restricted Account Banks, in each case of the Borrower or a Designated Restricted Subsidiary, shall be credited to the account of such Borrower and applied and apportioned in accordance with such banks as are reasonably acceptable to Administrative Section 2.9. All Collections and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting other proceeds of Inventory Collateral which are received directly by the Borrower or other Collateral in a Designated Restricted Subsidiary shall be deemed to have been received by the identical form in which Borrower or such payments are madeDesignated Restricted Subsidiary as the Agent's trustee and, whether by cashupon the Borrower's or such Designated Restricted Subsidiary's receipt thereof, check or other manner. Borrowers such Person shall deliver, immediately transfer or cause to be delivered to Administrative and Collateral Agenttransferred, a Deposit Account Control Agreement duly authorizedall such amounts into such Person's Collection Accounts (or, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at rental yards for which a Blocked Account is maintained a notice of sole control Lockbox has not yet been established, into such Person's Restricted Accounts for those rental yards) in their original form, together with such endorsements thereon as are necessary or other appropriate to permit their immediate deposit into such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Collection Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesRestricted Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationscase may be. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which The Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, into one or cause more deposit accounts subject to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where pursuant to Section 6.2(d) (the “Blocked Accounts”). Each Deposit Account Control Agreement entered into with respect to a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time shall provide the Administrative Agent with the ability, during a Cash Dominion Period, to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect direct that all payments to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything be swept daily to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Administrative Agent Payment Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Loan Party agrees that, that during any Blocked Account Activation Period, a Cash Dominion Period all payments made to such Blocked Accounts or other funds received and collected by the Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Administrative and Collateral Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative and Collateral Agent and the Lenders to the extent of the then outstanding Obligations. (b) Except during a Cash Dominion Period, the Administrative Agent will not give notice under any Deposit Account Control Agreement terminating the Borrowers’ right to have access to such deposit accounts or give instructions with respect thereto. During any Cash Dominion Period, the Borrowers, promptly upon the request of the Administrative Agent, shall deliver to the Administrative Agent a schedule of all deposit accounts (other than deposit accounts described in clauses (A) and (E) of the definition of Excluded Account), that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a contact person at such depository. (c) For purposes of calculating (i) the amount of the Loans and Letters of Credit available to Borrowersthe Borrowers and (ii) the amount of interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Administrative Agent Payment Account Account, provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts not later than 2:00 p.m. on such day, and if not, then . All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day. For the purposes of calculating Day and any applicable interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) fees shall continue to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Dayaccrue. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (aSubject to Section 6.3(d) below, Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Lender a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof (which agreement shall provide that upon notice from Lender (which shall be given upon the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, as applicable), such bank will send funds on a daily basis to the Lender Payment Account and otherwise take instructions with respect to such Blocked Account only from Lender), or at any time and from time to time Administrative and Collateral Agentfollowing the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Upon the contrary contained herein or occurrence of any event set forth in any Deposit Account Control Agreement relating to a Blocked AccountSection 6.3(d) below, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing each Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish All Collections and maintainother amounts received by the Borrower from any account debtor, at its expensein addition to all other cash received from any other source (including, blocked accounts or lockboxes and related blocked accounts (in either casewithout limitation, “Blocked Accounts”), as Administrative and upon sales of Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be property permitted hereunder (unless remitted directly to the Payment Agent)), shall upon receipt be deposited into an account (each, a "Blocked Account") opened by the Borrower at a financial institution selected by the Borrower and acceptable to the Agent (each, a "Blocked Account Bank"). The Borrower shall use its best efforts to cause each Blocked Account Bank to enter into an agreement with the Borrower and that Borrowers are not permitted the Agent substantially in the form of Exhibit B to access or otherwise direct such funds unless either the Original Credit Agreement (i) an Event of Default or each, a Default "Blocked Account Agreement"), provided that, with respect to non-payment any Blocked Account not subject to a Blocked Account Agreement, the Agent may require the Borrower to close such Blocked Account and have all funds therein transferred to the BT Account and all future Collections which would otherwise be deposited in such Blocked Account deposited in another Blocked Account which is subject to a Blocked Account Agreement. Deposits in each Blocked Account shall be transferred via the automatic clearing house system each Business Day into an account (the "BT Account") maintained by the Agent at Bankers Trust Company and established pursuant to a concentration account agreement entered into among the Borrower, the Agent and Bankers Trust Company substantially in the form of Exhibit C to the Original Credit Agreement (the "Concentration Account Agreement"). Where applicable, such transfers shall be subject to the terms and conditions of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived relevant Blocked Account Agreement. The Borrower shall accurately report all amounts deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to ensure the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the proper transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsset forth above. (b) For purposes of calculating The Borrower may request that the amount of the Loans available to Borrowers, payments will be applied Agent close Blocked Accounts and/or open new Blocked Accounts (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remittedor, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.either case,

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), Except as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as otherwise provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agentthis Agreement, for itself and the ratable benefit Guarantor shall make collection of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked its Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything use the same to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically carry on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived its business in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days sound business practice and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are otherwise subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsterms hereof. (b) For purposes Upon the occurrence of calculating any Default or Event of Default, whether or not the amount Lender has exercised any of its other rights under other provisions of this Section 6, in the event the Lender requests Guarantor to do so: (i) all Instruments and tangible Chattel Paper at any time constituting part of the Loans available to BorrowersAccounts (including any postdated checks) shall, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative Guarantor, be immediately endorsed to and deposited with Lender; and/or (ii) Guarantor shall instruct all customers and account debtors to remit all payments in respect of Accounts or any other Collateral Agent to a lockbox or lockboxes under the sole custody and control of immediately available funds in the Payment Account provided such payments Lender and notice thereof which are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on maintained at one or more post offices selected by the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayLender. (c) If, Upon the occurrence and during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control the continuation of any moniesDefault or Event of Default, checkswhether or not the Lender has exercised any of its other rights under the other provisions of this Section 6, notesthe Lender or its designee may notify Guarantor’s customers and account debtors at any time that Accounts have been assigned to the Lender or of the Lender’s security interest therein, drafts and either in its own name, or Guarantor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Accounts, and in the Lender’s discretion file any claim or take any other action or proceeding which the Lender may deem necessary or appropriate to protect and realize upon the security interest of the Lender in the Accounts or any other payment relating to and/or Collateral. (d) Any proceeds of Accounts or other CollateralCollateral transmitted to or otherwise received by the Lender pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Lender in and through a remittance account or accounts maintained at the Lender or by the Lender at a commercial bank or banks selected by the Lender (collectively the “Depositary Banks” and individually a “Depositary Bank”), and Guarantor acknowledges that the maintenance of such remittance accounts by the Lender is solely for the Lender’s convenience and that Guarantor does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Lender may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Accounts or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such Person applications to be made in such amounts, in such manner and order, and at such intervals as the Lender may from time to time in its discretion determine, but not less often than once each week. The Lender need not apply or give credit for any item included in proceeds of Accounts or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Lender and the Depositary Bank as such. However, if the Lender does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Lender or any Depositary Bank for any reason, the Lender may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of Guarantor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Accounts or other Collateral to any such remittance account, upon the Lender’s request, Guarantor shall hold furnish the Lender with a report in such items form as trustee for Administrative Lender shall reasonably require identifying the particular Account or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Lender will release proceeds of Collateral Agent and Lenders and shall immediately upon which the Lender has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Guarantor hereby indemnifies the Lender from and against all liabilities, deposit damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or cause incurred by Lender because of the same maintenance of the foregoing arrangements; provided, however, that Guarantor shall not be required to indemnify Lender for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be deposited in indemnified. The Lender shall have no liability or responsibility to Guarantor for the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s Lender or any Guarantor’s own funds during Depositary Bank accepting any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank check, draft or other financial institution at which a Blocked Account, other deposit account order for payment of money bearing the legend “payment in full” or investment account is established words of similar import or any other bank, financial institution restrictive legend or other Person involved in endorsement whatsoever or be responsible for determining the transfer correctness of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementremittance.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, and together with the Qualified Cash Blocked Account, collectively, the “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. The Deposit Account Control Agreements covering the Blocked Accounts (other than the Qualified Cash Account) shall provide, among other things, that all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Agent Payment Account or such other account as may be designated by Agent. The Deposit Account Control Agreement covering the Qualified Cash Account shall provide, among other things, that, after delivery of a control notice to the applicable bank or other institution (which may be delivered by Agent upon the occurrence and during the continuance of an Event of Default), (i) such bank or other institution shall comply with the instructions given by Agent with respect to the Qualified Cash Account and funds therein without further consent by Borrowers and (ii) all amounts in the Qualified Cash Account be transferred on a daily basis by such bank or other institution to the Agent Payment Account or such other account as may be designated by Agent. The terms of this subsection (a) shall not apply to any Excluded Accounts. (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day(s) following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrowers, during any Blocked Account Activation PeriodGuarantors and their respective employees, any Borrower or any Guarantor receives possession agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers and Guarantors agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.8 and after prior written notice to Agent, such other banks as Borrowers may hereafter select as are acceptable to Agent. The banks set forth on Schedule 8.8 constitute all of the banks with whom any Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof. (i) Borrowers shall deposit all proceeds from sales of Inventory in every form (including, without limitation, cash, checks, credit card sales drafts, credit card sales of charge slip or receipts and other forms of daily receipts) and all other proceeds of Collateral that are received at Borrowers’ retail store location(s), on each Business Day into the deposit accounts of Borrowers used solely for such purpose as set forth on Schedule 8.8. Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each of the banks into which proceeds from sales of Inventory and any and all other proceeds of Collateral are at any time deposited as provided above to send by wire transfer on a daily basis all funds deposited in such account, and shall irrevocably authorize and direct in writing their account debtors, Credit Card Issuers and Credit Card/Check Processors to directly remit payments on their Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory to the Blocked Accounts described in Section 6.3(a)(ii) below. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, those of such banks used by Borrowers’ retail store locations shall remit the foregoing proceeds received by them to the Blocked Accounts on a weekly basis, instead of a daily basis, provided, that, the aggregate sum of such proceeds held by those banks shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Agent. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) Borrowers shall establish and maintain, at their expense, a blocked accounts account or lockboxes and related blocked accounts (in either case, each a “Blocked Account” and collectively the “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such bank or banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any Each bank at which a Blocked Account is maintained a notice established shall enter into an agreement, in form and substance satisfactory to Agent, providing (unless otherwise agreed to by Agent) that all items received or deposited in such Blocked Account are the Collateral of sole control or other such instruction providing Agent and Lenders, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds in such from time to time on deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account therein and that Borrowers are not permitted to access the depository bank will wire, or otherwise direct transfer, in immediately available funds, on a daily basis, all funds received or deposited into such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Periodto such bank account of Agent as Agent may from time to time designate for such purpose (the “Payment Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds agree that all amounts deposited in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory Inventory, the collection of Accounts or other Collateral or otherwise shall be treated as payments to Administrative and the Collateral of Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsLenders. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one-half of one (1/2) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account (such that Borrowers will pay a charge equal to one-half (1/2) of the additional interest that would have accrued on the sum of such payments or other funds if the sum was applied to the Obligations one (1) Business Day after receipt of immediately available funds by Lenders in the Payment Account). For purposes of calculating the amount of the Revolving Loans available to Borrowers, Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. For In the purposes of calculating interest on the Obligations, during event that at any Blocked Account Activation Period, such payments time or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time there are no Revolving Loans outstanding, Lenders shall be entitled to credit Borrowers’ loan accounts an administrative charge in an amount equivalent to the interest Lenders would have received on such day, and if not, then on account of the next above one-half of one (1/2) Business DayDay clearance had there been Revolving Loans outstanding. (c) IfBorrowers and all of their affiliates, during any Blocked Account Activation Periodsubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Agent and Lenders, receive, as the property of Agent and Lenders, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same any such monies, checks, notes, drafts or other payments be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bankbank or person, financial institution unless such payment or other Personindemnification obligation of Agent or Lender was a result of Agent’s or such Lender’s gross negligence or willful misconduct. The obligation of *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers The Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked "Lockbox Accounts”"), as Administrative and Collateral Agent may specify, with such banks bank(s) as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers the Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Lockbox Agreement duly authorized, executed and delivered by each bank where a Blocked Lockbox Account is maintained as provided in Section 5.2 6.1A hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers the Borrower shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing The Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Lockbox Accounts or other funds received and collected by Administrative and Collateral Agent or any Lenderthe Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral the Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral the Agent and Lenders to the extent of the then outstanding Obligations. All payments to the Lockbox Accounts shall be swept daily to the Lender Payment Account. (b) For purposes The Borrower and its employees, agents and Subsidiaries shall, acting as trustee for the Agent, receive, as the property of calculating the amount of the Loans available to BorrowersAgent, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into its possession or under its control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsa Lockbox Account, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral the Agent. In no event shall the same be commingled with any of the Borrower’s 's own funds. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Agent by the Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the Borrower to the Agent, and, if that endorsement of any Guarantor’s own funds during such item shall not be made for any Blocked reason, the Agent is hereby irrevocably authorized to endorse the same on the Borrower's behalf. For the purpose of this paragraph, the Borrower irrevocably hereby makes, constitutes and appoints the Agent (and all Persons designated by the Agent for that purpose) as the Borrower's true and lawful attorney and agent-in-fact (i) to endorse the Borrower's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account Activation Periodof the Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of the Borrower's mail is deposited, and open and process all mail addressed to the Borrower and deposited therein. Borrowers agree The obligations of the Borrower to reimburse Administrative and Collateral the Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 3.8 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Section 6.3(a) of the Loan Agreement is hereby replaced with the following: (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or has occurred, (ii) a Default with respect to non-payment of the Obligations has occurred or (iiiii) Excess Availability is less than the greater of (A) during the Tranche A Loan Availability Period, $40,000,000; provided38,727,810, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 and at all times thereafter for a period of 60 consecutive days and no Event of Default thereafter, $37,071,006 or Default with respect (B) during the Tranche A Loan Availability Period, the amount equal to non-payment fifteen (15%) percent of the Obligations has occurredlesser of (1) the sum of (I) the Borrowing Base and (II) the Tranche A Borrowing Base or (2) the Maximum Credit, Administrative and Collateral Agent shall promptly rescind such notice at all times thereafter, the amount equal to fifteen (15%) percent of sole control the lesser of (1) the Borrowing Base or other such instructions (2) the Revolving Loan Limit, at any time (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”

Collection of Accounts. (a) Borrowers shall establish On or prior to the date that is thirty (30) days (or such later date as Administrative Agent may agree in its sole discretion) following the Closing Date, all receipts of cash, cash equivalents, checks, credit card receipts, drafts, instruments, and maintainother items of payment arising out of the performance of services or the sale of inventory or other Property of the Loan Parties or the creation of accounts receivable, at its expenseincluding without limitation, blocked accounts or lockboxes insurance proceeds and related blocked accounts tax refunds (in either case, referred to as “Blocked AccountsReceipts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds Property of Inventory or other Collateral in the identical form Loan Parties in which such payments are madeAdministrative Agent has a security interest or Lien, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer deposited daily into one or more of funds in the Blocked Accounts. Each Borrower , and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to held in trust by such Loan Party for Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsuntil so deposited. (b) For purposes In the event, notwithstanding the provisions of calculating the amount this Section, any Loan Party receives or otherwise has possession or control of any Receipts, or any proceeds or CREDIT AGREEMENT – Page 60 LEGAL_US_W # 119605720.10181885305.2 collections of any Property of the Loans available to BorrowersLoan Parties in which Administrative Agent has a security interest or Lien, payments will such Receipts, proceeds, and collections shall be applied (conditional upon final collection) held in trust by such Loan Party for Administrative Agent and shall be promptly transferred to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Collection Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day(or, and if notapplicable, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any another Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayAccount). (c) IfFrom and after the date that is thirty (30) days following the Closing Date, during Borrower will not intentionally or knowingly permit any Blocked Receipts to be commingled with cash, funds or other Property of any Affiliate of Borrower (excluding, for the avoidance of doubt, inadvertent commingling arising as a result of an Account Activation Period, Debtor’s failure to correctly comply with given payment instructions). In the event any Affiliate of Borrower or any Guarantor receives possession of or otherwise has possession or control of any moniesReceipts, checks, notes, drafts Borrower shall cause such Affiliate to immediately transfer such Receipts to a Blocked Account or the Collection Account. (d) Borrower shall deposit all Net Cash Proceeds received in respect of any other payment relating to and/or proceeds of Accounts Disposition or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited Extraordinary Receipt in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Collection Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), with such Lenders as Borrower may select, and the Administrative Agent shall establish and Collateral maintain bank accounts of the Administrative Agent may specify, (“Payment Accounts”) in each case on its own books or with such banks as are reasonably acceptable to selected by the Administrative and Collateral Agent into which Borrowers Agent. Borrower shall promptly deposit and direct their respective its account debtors that remit payments by electronic funds transfers to directly remit remit, to such Blocked Accounts all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to which the Blocked Accounts are established shall enter into an agreement, in form and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything substance satisfactory to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked AccountAdministrative Agent, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default that all items received or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of security interest held by the Administrative Agent, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein, save for customary rights in such agreements to recover normal fees, costs and Collateral Agent expenses incurred in operating such accounts and Borrowers are not permitted to access reimbursement for chargebacks, errors and items returned through the clearing, and (ii) that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts is referred to herein is the operating accounts maintained by an Operating Company with the Swingline Lender (each, a “Blocked Account Activation PeriodCollection Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans Borrowing Base available to Borrowersthe Borrower, such payments made to the Blocked Account, will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation PeriodRevolving Loans, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by the Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account(s) on such day, and if not, then on the next Business Day. If the Administrative Agent receives funds in a Blocked Account at any time at which no Revolving Loans are outstanding or in excess of such outstanding Obligations, the Administrative Agent shall transfer such funds to the Borrower at such account as Borrower may direct (which account is, as of the date hereof, set out in Schedule 10.17), provided that the Borrower shall, at the Administrative Agent’s request, deposit such funds to an account maintained at the bank at which the Blocked Accounts are maintained (which account is, as of the date hereof, set out in Schedule 10.17) and, prior to such transfer, shall execute and deliver to the Administrative Agent a cash collateral agreement in form and substance satisfactory to the Administrative Agent providing to the Administrative Agent a first priority security interest over such account. (c) IfBorrower shall, during any Blocked Account Activation Periodacting as trustee for the Administrative Agent, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of the Administrative Agent, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse the Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Lenders’ payments to or indemnification of such bankbank or person, financial institution unless such payment or other Personindemnification is caused by the wilful misconduct or gross negligence of such Lender. The obligation of Borrowers the Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 7.3 shall survive the termination or non-renewal of this Agreement. (d) For greater certainty, the Borrower hereby acknowledges, confirms, covenants and agrees to and in favour of Lenders that notwithstanding an Event of Default, it shall continue to comply with any Blocked Accounts or Payment Accounts agreements required pursuant to this Agreement and that the continued operation of such Blocked Accounts or Payment Accounts before or after an Event of Default shall not in any way be deemed to be an enforcement by Lenders of any of its security agreements and that Lenders have the contractual right, and the Borrower hereby consents and irrevocably and unconditionally authorizes and directs Lenders, to continue to apply any and all deposits and proceeds of Collateral against the outstanding Obligations. (e) Notwithstanding anything to the contrary contained herein, the provisions in this Section 7.3 relating to the Administrative Agent’s dominion over Borrower’s accounts, and particularly the required wire transfer to a Collection Account pursuant to clause (ii) of Section 7.3(a), shall only be triggered during the continuance of a Trigger Event. For greater certainty, all other provisions in this Section 7.3 shall apply in any event, including without limitation the obligation to make payments into the Blocked Accounts.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent (acting at the direction of the Required Lenders) may reasonably specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent the Required Lenders into which (i) Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory in the identical form in which such payments are made, whether by cash, check or other manner, or (ii) Borrowers and Guarantors shall promptly deposit all payments on all Collateral (other than Receivables) in the identical form in which such payments are made, whether by cash, check or other manner. Within sixty (60) Business Days after the Closing Date, Borrowers and Guarantors shall each deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof hereof. Upon the occurrence and during the continuance of an Event of Default, Agent or at any time and from time to time Administrative and Collateral Revolving Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providersas applicable, may become bank’s customer with respect deliver a Control Notice to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any depository bank at which a the Blocked Account is maintained a notice maintained. Each Borrower and Guarantor agrees that after the occurrence and during the continuance of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default all payments made to such Blocked Accounts or a Default with other funds received and collected by Revolving Agent or any Revolving Lender, whether in respect to non-payment of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Revolving Agent and Revolving Lenders in respect of the Revolving Obligations has occurred or (ii) Excess Availability is less than $40,000,000and therefore shall constitute the property of Revolving Agent and Revolving Lenders to the extent of the then outstanding Revolving Obligations; provided, that, if either after the payment in full of the Indebtedness under the Revolving Credit Agreement (xexcept for contingent indemnification obligations) such Event and after the occurrence and during the continuance of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodDefault, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of calculating the amount of the Loans available to BorrowersAgent, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson other than resulting from the gross negligence or willful misconduct of Agent. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and time. Agent shall instruct the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to depository banks at which the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, are maintained to transfer the funds on deposit in such Blocked Accounts to such operating bank account of the Parent or Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Borrower Agent may require specify in connection therewithwriting to Agent until such time as Agent shall notify the depository bank otherwise. Notwithstanding anything Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into such Blocked Accounts to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred and be continuing, or (ii) Excess Availability is less than the greater of (A) $40,000,00020,000,000 or (B) fifteen (15%) percent of the Maximum Credit then in effect; provided, that, to the extent that the instruction by the Agent was given pursuant to clause (ii) above, if either thereafter Excess Availability shall exceed the greater of (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or $25,000,000 and (y) Modified Adjusted Excess Availability is greater fifteen (15%) percent of the Maximum Credit, in either case for at least thirty (30) consecutive days, the Agent shall take such actions as may be reasonably required by the Agent to terminate the cash sweeps then in effect as a result of any notice or direction given by the Agent pursuant to this Section 6.3, except that such termination may not be required more than $40,000,000 three (3) times in any period of twelve (12) consecutive calendar months. Agent shall send to Borrower Agent a copy of any such written instruction sent by Agent to such depository bank promptly thereafter. In the event that, at all times thereafter any time after Agent has instructed such depository banks to transfer such funds to the Agent Payment Account, each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of 60 thirty (30) consecutive days and no Event days, upon Borrower Agent’s written request received by Agent within five (5) Business Days after the end of Default or Default with respect such thirty (30) day period, Agent shall instruct such depository banks to non-payment transfer the funds on deposit in such accounts to such operating deposit account of the Obligations has occurred, Administrative Parent or a Borrower as Borrower Agent may specify in writing to Agent until such time as Agent is entitled to notify and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which notify the Blocked Accounts are subject to the sole control of Administrative depository bank otherwise as provided above. Borrowers and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, Guarantors agree that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may reasonably specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory in the identical form in which such payments are made, whether by cash, check or other manner, or (ii) Borrowers and Guarantors shall promptly deposit all payments on all Collateral (other than Receivables) in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Guarantors shall each deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time hereof. Upon the occurrence and from time to time Administrative and Collateral Agentduring the continuance of a Cash Dominion Event, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become bank’s customer with respect deliver a Control Notice to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any depository bank at which a the Blocked Account is maintained and Agent shall, at the request of Administrative Borrower, rescind such Control Notice at such time that a notice Cash Dominion Event does not exist for a period of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; one hundred twenty (120) consecutive days, provided, that, if either a Cash Dominion Event shall not be terminated following the third (x3rd) such Event of Default is subsequently waived in accordance with termination during the terms term of this Agreement or such Default did unless a Cash Dominion Event does not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter exist for a period of 60 not less than one hundred eighty (180) consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accountsthereafter. Each Borrower and each Guarantor agrees that, that after the occurrence and during any Blocked Account Activation Period, the continuance of a Cash Dominion Event all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson other than resulting from the gross negligence or willful misconduct of Agent. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 hereof shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (aSection 6.3(a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders Loan Agreement is hereby amended by deleting the third and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts fourth sentences of such Section in their entirety and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance replacing them with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a following: “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts upon the occurrence and during the continuance of a Cash Dominion Event (and at all times prior to the receipt by Agent of the Deposit Account Control Agreements referred to in the immediately preceding sentence) or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes . Without limiting any other rights of calculating the amount Agent or Lenders hereunder or under any of the Loans available to Borrowersother Financing Agreements, payments will Agent may, at its option at any time that a Cash Dominion Event shall have occurred and be applied (conditional upon final collection) to continuing, instruct the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during depository banks at which any Blocked Account Activation Period, such payments or other is maintained to transfer all available funds received from or deposited into such Blocked Account to the Agent Payment Account; provided, that, until the receipt by Agent, in form and substance satisfactory to Agent, of Deposit Account Control Agreements by and among ▇▇▇▇▇ Fargo, Agent, Term B Loan Agent and each applicable Borrowing Base Party with respect to the Blocked Account will be applied (conditional upon final collection) Accounts of Borrowing Base Parties maintained at ▇▇▇▇▇ Fargo, duly authorized, executed and delivered by Agent, Term B Loan Agent and each applicable Borrowing Base Party, Agent shall instruct ▇▇▇▇▇ Fargo to continue to transfer all available funds received or deposited into such Blocked Accounts on a daily basis to the Obligations on Agent Payment Account. With respect to the date disbursement accounts (but not any Blocked Accounts or any collection accounts) of receipt of immediately available Borrowing Base Parties, Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds by Administrative and Collateral deposited into such disbursement accounts to the Agent in the Payment Account provided such payments at any time that a Cash Dominion Event shall exist or other funds have occurred and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daybe continuing. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative Agent in good faith (such account or accounts being referred to herein, collectively, as the “Blocked Accounts”, and Collateral Agent into which individually as a “Blocked Account”). Borrowers shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner, to the Blocked Account. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly 5.2(d) hereof. Promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such any Blocked Accounts Account or other funds received and collected by Administrative and Collateral Agent or any LenderLender on or after a Direct Remittance Event (as defined below), whether in respect of the Receivables, as proceeds of Inventory or other Collateral of Borrowers or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations of Borrowers and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsObligations of Borrowers. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise in accordance with this Agreement. Upon the occurrence of a Direct Remittance Event, Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account or as Agent may otherwise direct. For purposes hereof, a “Direct Remittance Event” shall exist at any time that (A) a Default or Event of Default shall exist or have occurred and be continuing or (B) Excess Availability shall have fallen below $30,000,000. (b) The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts are maintained shall provide that, unless such depository bank receives written instruction from Agent to the contrary, the items received for deposit therein, or the available funds from time to time on deposit therein, will be transferred daily, only to the Agent Payment Account. (c) For purposes of calculating the amount of the Loans available to Borrowerssuch Borrower, such payments will be applied (conditional upon final collection) to the Obligations of the applicable Borrower on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Loans to Borrowers outstanding, Agent shall be entitled to an administrative fee payable by such Borrower in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (cd) IfSubject to Section 6.3(b) above, during any Blocked Account Activation Periodeach Borrower and its Subsidiaries or other Affiliates shall, any Borrower or any Guarantor receives possession acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any such Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established for it or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the its Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s payments by Agent or any Lender’s payments Lender to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation obligations of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall, immediately but not later than thirty (30) days after the Closing Date, and shall establish and maintaincause each of its Subsidiaries to, (i) cause all cash in excess of $5,000 received by Borrowers or any of its Subsidiaries at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct any of their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause restaurant locations to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically deposited on each Business Day be remitted into the accounts designated on Schedule 2.7 as "Local Depository Accounts, " (ii) deposit or send by electronic funds transfer (including, but not limited to, ACH transfers) amounts in such Local Depository Account to the Concentration Account on a regular basis consistent with past practices and (iii) instruct its Account Debtors and other obligors (including credit card processors) to remit all Collections directly to the Payment Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. In addition, Borrowers agree, and that Borrowers are not permitted agree to access cause each of their respective Subsidiaries, to deposit promptly into the Concentration Account all other Collections and other amounts received directly by such Person from any such Account Debtor or otherwise direct such funds unless either (i) an Event of Default or a Default with any other source. With respect to non-payment of the Obligations has occurred such bank accounts that are Bank Agency Accounts, each Borrower or (ii) Excess Availability is less than $40,000,000; providedits Subsidiary, thatas applicable, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Bank Agency Account Activation Period”). Unless a Blocked Account Activation Period Banks shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsenter into Bank Agency Agreements. (b) For purposes Schedule 2.7 identifies all contracts to which any Borrower or any of calculating its Subsidiaries is a party with respect to the amount payment to such Person of the Loans available proceeds of all credit card charges for sales by such Person. With respect to Borrowerseach such contract, payments will be applied (conditional upon final collection) to such Borrower or its Subsidiary, as applicable, shall enter into a Credit Card Agreement with the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative applicable credit card processor and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day. Borrowers shall not, and if notshall cause their respective Subsidiaries not to, then on attempt to change any direction or designation set forth in the next Business Day. For Credit Card Agreements regarding payment or charges without the purposes prior written consent of calculating interest on the ObligationsLender, during and it will not establish any Blocked Account Activation Periodother arrangement with respect to credit-card charges unless, contemporaneously with such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) establishment, it delivers to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance a Credit Card Agreement with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Dayrespect thereto. (c) If, during any Blocked Account Activation Period, Neither any Borrower nor any of its Subsidiaries shall open or maintain any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled account with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which other than the Bank Agency Accounts and the other accounts listed on Schedule 2.7; provided, that Borrowers may amend Schedule 2.7 so long as prior to the opening of any new account the applicable Borrower or its Subsidiary shall deliver a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds Bank Agency Agreement to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with the banks set forth on Schedule 31 to the Information Certificates and such other banks as are reasonably acceptable to Administrative Agent; provided, that, not later than sixty (60) days following the date hereof (or such later date as Agent may agree in its discretion), each Borrower and Collateral Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services at ▇▇▇▇▇ or one of its Affiliates (except for certain local deposit accounts agreed to by Agent into and Borrowers which shall be maintained with such other institutions as are reasonably acceptable to Agent) of a type and on terms reasonably satisfactory to Agent. The banks set forth on Schedule 31 of the Information Certificates constitute all of the banks with which all Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all Guarantors have deposit account and cash management arrangements as of the date hereof and identifies each of the deposit accounts at such banks that are used for receiving receipts from particular locations of a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower or Guarantor. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments constituting and proceeds of Inventory Collateral; provided, that, at any time that a Cash Dominion Event exists or other Collateral in has occurred and is continuing, Agent may, at its option, instruct the identical form in banks at which the Blocked Accounts are maintained to remit the funds therein to Agent for application to the Obligations and to otherwise comply only with the instructions of Agent. If such payments Cash Dominion Event ceases to exist, Agent agrees to notify such banks that such banks are madeno longer required to remit such funds to the Agent Payment Account or Agent, whether by cashand that such banks shall transfer such funds to the operations or disbursement accounts of the applicable Borrower upon the instructions of such Borrower. Within sixty (60) days after the date hereof, check or other manner. Borrowers each Borrower and Guarantor shall deliverhave delivered, or cause caused to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time for which Agent has not yet received a Deposit Account Control Agreement; provided, that, Borrowers and from time Guarantors shall not be required to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer deliver such Deposit Account Control Agreements with respect to (i) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees, or their fiduciary trust accounts and (ii) an account maintained by Borrowers and a management company engaged by Borrowers for the purpose of paying the real property taxes of Borrowers and Guarantors so long as (A) Borrowers prefund the amount of taxes to be paid in such account not earlier than ten (10) Business Days prior to the date such taxes are required to be paid and (B) at all times other than the time when such account may be prefunded during such five (5) day period with the amount of taxes to be so paid, not more than $5,000 is maintained in such account. The Deposit Account Control Agreements shall provide that upon notice from Agent (which shall be given upon the existence or occurrence of a Cash Dominion Event and shall be revoked promptly after the expiration of such Cash Dominion Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Accounts and promptly Account only from Agent. Promptly upon Administrative and Collateral Agent’s request, Borrowers each Borrower and Guarantor shall execute and deliver such agreements or documents as Administrative and Collateral Agent may in good faith require in connection therewith. Notwithstanding anything Each Borrower and Guarantor agrees that after notice by Agent to the contrary contained herein or in any bank under the Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and Lenders the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and Lenders the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Revolving Loans and other Obligations in respect thereof on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time prior to credit Borrowers’ loan accounts on such day12:00 p.m., and if not, then on the next Business Day. For the purposes of calculating interest on the ObligationsRevolving Loans and other Obligations in respect thereof, during any Blocked Account Activation Periodfor the sole and equal benefit of ▇▇▇▇▇ Fargo, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date same day of the receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time prior to time and within sufficient time to credit Borrowers’ loan accounts on such day12:00 p.m., and if not, then on the next Business Day. (c) IfEach Borrower and Obligor and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other CollateralCollateral which come into their possession or under their control and promptly, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or if a Cash Dominion Event exists or has occurred and is continuing, at Agent’s option, remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agentthe Agent Payment Account. In no event shall the same be commingled with any Borrower’s or any GuarantorObligor’s own funds during any Blocked Account Activation Periodfunds. Borrowers and Guarantors agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Person. The obligation of Borrowers and Guarantors to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 6.3(c) shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are selected by Borrower and reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective all account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 5.4 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers Borrower shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred and be continuing, or (ii) Excess Availability is less than $40,000,000; provided25,000,000. Agent shall send to Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Agent Payment Account, that, if either each of the conditions set forth in clauses (xi) such Event of Default is subsequently waived in accordance with the terms of this Agreement and (ii) above do not exist or such Default did have not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter occurred and are not continuing for a period of 60 thirty (30) consecutive days and no Event days, upon Borrower’s written request received by Agent within five (5) Business Days after the end of Default or Default with respect to non-payment of the Obligations has occurredsuch thirty (30) day period, Administrative and Collateral Agent shall promptly rescind instruct such notice depository banks to transfer the funds on deposit in such accounts to such operating deposit account of sole control or other Borrower as Borrower may specify in writing to Agent until such instructions time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above (any such the period during which funds received or deposited into the Blocked Accounts are subject required pursuant to this Section 6.3(a) to be transferred to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is Payment Account being herein referred to herein is a as the “Blocked Account Activation Cash Dominion Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, in each case during a Cash Dominion Period, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents and Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation obligations of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations; except, that, no Deposit Account Control Agreement shall be required with respect to any Excluded Account. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Base Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents and Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (ai) Borrowers and Fedders Canada shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers and Fedders Canada shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Fedders Canada shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary contained in Section 6.3(a)(i) or otherwise in this Agreement, the Deposit Account Control Agreements with respect to Fedders Canada's Receivables shall provide by their terms, among other things, that (A) all proceeds of Fedders Canada's Receivables denominated in United States dollars at any time on deposit in Fedders Canada's Blocked Accounts shall be remitted directly to the Agent Payment Account no less frequently than weekly and (B) all proceeds of Fedders Canada's Receivables denominated in Canadian dollars at any time on deposit in Fedders Canada's Blocked Accounts shall be remitted directly to the Agent Payment Account at all times following Agent's delivery of written notice to the applicable depository banks to the effect that Agent has elected to exercise control over such bank accounts and all proceeds at any time on deposit in such bank accounts (a "Control Notice"). Notwithstanding anything to the contrary contained herein, Agent shall have the right to deliver a Control Notice to any such depository bank, and to rescind such Control Notice, in each case at any time and from time to time in Agent's sole and absolute discretion. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrowers’ ' loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrowers’ ' loan accounts account on such day, and if not, then on the next Business Day. (c) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked Xceed agrees to cooperate with New Performance to allow New Performance to collect all accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit receivable of the Lenders PG Business from and the Bank Product Providersafter November 1, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith2000. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment In furtherance of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; providedforegoing, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Xceed agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders that to the extent that it receives any payments on account of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowersaccounts receivable, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daycontracts, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checkscontract rights, notes, drafts or other form of obligation owing to the PG Business from and after November 1, 2000, it shall receive such payments in trust for the benefit of New Performance and it shall immediately deliver such payments to New Performance in the same form received, endorsed or otherwise assigned by Xceed where necessary to permit the collection of such items. Furthermore, Xceed agrees that, to the extent any other such payment relating is received from and after November 1, 2000 by New Performance owing to and/or proceeds of Accounts the PG Business which requires an endorsement or other Collateralaction by Xceed to permit New Performance to collect such items, Xceed shall cooperate fully with New Performance by providing such endorsements or taking such other necessary action to permit collection within three (3) business days of New Performance's request. The parties hereto further agree that to the extent that checks have been received by the PG Business in payment of accounts receivable owing to the PG Business and such checks have not been deposited for collection, such Person checks shall hold be endorsed to New Performance on the Closing Date. New Performance likewise agrees that to the extent it receives any payments on account of accounts receivable, contracts, contract rights, notes, drafts or other form of obligation owing to Xceed and not the PG Business, it shall receive such items as trustee payments in trust for Administrative the benefit of Xceed and Collateral Agent and Lenders and it shall immediately upon receipt thereof, deposit or cause deliver such payments to New Performance in the same to be deposited form received. Notwithstanding the foregoing, in the Blocked Accountsevent the closing of the transactions contemplated by this Agreement does not occur, or remit the same or cause the same New Performance shall fully account to be remitted, Xceed for all such accounts receivable and other payments turned over to New Performance in kind, to Administrative and Collateral Agent. In no event shall the same be commingled accordance with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement6.4.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may reasonably require in connection therewith. Notwithstanding anything Unless and until a Trigger Event exists, Agent shall permit such banks maintaining such Blocked Accounts to remit amounts deposited therein to the contrary contained herein or in any Deposit Account Control Agreement relating to operating accounts of Borrowers. During the existence of a Blocked AccountTrigger Event, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing each Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ the applicable Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative charge in an amount equivalent to the interest that would have been payable for such Business Day had there been Revolving Loans outstanding on such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. In the event that at any time Agent is not receiving collections on Receivables or other payments under this Section 6.3, Agent shall be entitled to an administrative charge in an amount equivalent to the collection day charges Agent would have received in accordance with its customary practice had Agent received such collections. (c) IfEach Loan Party and its respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s Loan Party's own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are Borrower is not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are Borrower is not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers Borrower shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or Collateral (other Collateral than amounts deposited into Excluded Accounts) in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower and Guarantors shall deliver, or cause to be delivered to Administrative and Collateral Agent, Lender a Deposit Account Control Agreement (provided, that, each Deposit Account Control Agreement shall provide that the applicable depository banks at which the Blocked Accounts are maintained are authorized by Lender to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower or Guarantor as Borrower or such Guarantor may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise) duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower and each Guarantor shall execute and deliver such agreements or and documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Lender will only instruct the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject maintained to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access transfer all funds received or deposited into the Blocked Accounts is referred to herein is the Lender Payment Account at any time upon and after the occurrence of a “Blocked Account Activation Period”). Unless Cash Dominion Event (and until the occurrence of a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Cash Dominion Reversion Date) Borrower and each Guarantor agrees that, during that at all times that Lender shall have notified any depository bank to transfer funds from the Blocked Account Activation PeriodAccounts, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Lender shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations, and the balance of any such funds shall be promptly, at the receipt by Lender of a request of Borrower, transferred by Lender to the operating account specified by Borrower. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower and each Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked AccountsAccounts in accordance with Section 6.3(a) hereof, or at all times during a Cash Dominion Event remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event during a Cash Dominion Event shall the same be commingled with any Borrower’s 's or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Each Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product ProvidersLenders, may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers such Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent may reasonably require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained herein, after the first anniversary of the date of this Agreement and Agent's receipt of the audited financial statements of Borrowers as required hereunder for the fiscal year ending December 31, 2004, Borrowers shall not be required to remit to Agent or to deposit (or to direct their respective account debtors to directly remit) to the Blocked Accounts, or to segregate and hold in trust, payments on Receivables or payments constituting proceeds of Inventory, so long as (i) the consolidated net income of Borrowers and their Subsidiaries, before provisions for taxes (determined in accordance with GAAP), is not less than Four Million Dollars ($4,000,000) during the fiscal year ending December 31, 2004, (ii) no Default or Event of Default has occurred and is continuing, (iii) the average daily Excess Availability during each month ending on or after March 31, 2005, is not less than Seven Million Five Hundred Thousand Dollars ($7,500,000) and (iv) the average daily Excess Availability during any week in any such month is not less than Six Million Dollars ($6,000,000). (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ' loan accounts account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ' loan accounts account(s) on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent and Lenders shall be entitled to an administrative fee in an amount equivalent to the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. (c) IfSubject to the last sentence of Section 6.3(a) hereof, during any Blocked Account Activation Periodeach Borrower and its shareholders, any Borrower directors, employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent and Lenders, receive, as the property of or otherwise has control of Agent and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s 's or any Lender’s 's payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Each Co-Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable have the right to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit collect all payments on Receivables and in respect of its Accounts other than during the existence of an Event of Default (during which time the Administrative Agent may, in its sole discretion, collect any such Accounts of each Co- Borrower); provided that the Borrower shall collect all payments constituting proceeds in respect of Inventory or other Collateral any Accounts of the Borrower through the Designated Deposit Account and shall otherwise take all actions that are necessary in the identical form reasonable determination of the Administrative Agent to require all Account Debtors of the Borrower that are obligated in which respect of any Accounts of the Borrower to deposit all payments made in respect of such payments are made, whether by cash, check or other mannerAccounts in the Designated Deposit Account. Borrowers The Borrower shall deliver, or cause not permit any cash to be delivered to Administrative and Collateral Agent, a deposited into the Designated Deposit Account Control other than cash payments made by Account Debtors in respect of Accounts of the Co-Borrowers. With respect to any cash collections deposited by any Person into the Designated Deposit Account in accordance with this subsection (c): (A) if no Liquidity Event, Default or Event of Default then exists, any such cash collections deposited into the Designated Deposit Account may be accessed by the Borrower (on its behalf or on behalf of an applicable Co-Borrower) and otherwise swept nightly to a Controlled Account of the Borrower maintained with SVB or one of its Affiliates; (B) if a Liquidity Event then exists but no Default or Event of Default then exists, any such cash collections deposited into the Designated Deposit Account shall be applied by the Administrative Agent to the Obligations then outstanding under the Formula-Based Revolving Facility within three Business Days after such collections are deposited into the Designated Deposit Account, provided that any such cash collections so applied against the Obligations under the Formula-Based Revolving Facility shall be applied by the Administrative Agent first to any Formula-Based Revolving Loans that are ABR Loans then outstanding and then to any Formula-Based Revolving Loans that are Eurodollar Loans then outstanding; (C) if a Default or an Event of Default then exists, any such cash collections deposited into the Designated Deposit Account shall be applied as otherwise provided in this Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained (including as provided in Section 5.2 hereof or at any time and from time 8.3); and (D) In addition to time the Liens of the Administrative and Collateral Agent, Agent (held for itself and the ratable benefit of the Lenders and Secured Parties) in the Bank Product Providers, may become bank’s customer with respect Designated Deposit Account granted by the Borrower pursuant to the Blocked Accounts and promptly upon Administrative Guarantee and Collateral Agent’s requestAgreement, Borrowers shall execute and deliver such agreements or documents as the Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for shall have the right to exercise against the Designated Deposit Account and any amounts owed funds maintained therein the rights of setoff provided by Section 10.7 and Section 8.6 of the Guarantee and Collateral Agreement. To the extent that (I) any amount of any such payments or paid collections remains in the Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full of the Obligations of the Co-Borrowers then outstanding under the Formula-Based Revolving Facility, (II) no Default or Event of Default then exists, (III) no Liquidity Event then exists, and (IV) such remaining amount is not otherwise required to be applied to the other Obligations of the Co-Borrowers pursuant to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Borrower on behalf of itself and the other Co-Borrowers.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any except in such Blocked Account Activation PeriodAccounts. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables that constitute Collateral and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers At Lender's option, Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Borrower shall cause all funds received or deposited into the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are Accounts to be automatically on transferred each Business Day be remitted directly to the Lender Payment Account and Account. Borrower agrees that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesReceivables that constitute Collateral, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained in this Section 6.3(a), Lender agrees that, in the event Lender and Borrower are unable to agree with Reference Bank, within thirty (30) days subsequent to the date hereof, regarding the terms and conditions of a new Depository Account Control Agreement with respect to Borrower's Blocked Accounts located at Reference Bank, to replace the existing blocked account agreement previously executed with respect to such Blocked Accounts among Reference Bank , Lender and Borrower, then Lender shall accept such existing blocked account agreement for purposes of this Section 6.3(a) with respect to Borrower's Blocked Accounts at Reference Bank. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account. For purposes of calculating the amount of the Loans available to Borrowers, Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds Lender in the Lender Payment Account provided Account. if such payments and notice thereof are received within sufficient time (in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) IfBorrower and all of its affiliates, during any Blocked Account Activation Periodsubsidiaries, any Borrower shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Section 6.3(a) of the Loan Agreement shall be amended and restated in its entirety to read as follows: (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance reasonably satisfactory to Administrative Agent, providing that all items received or deposited in the Blocked Accounts are the property of Administrative Agent, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer that with respect to the Blocked Accounts, the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into such Blocked Accounts and promptly upon to such bank account of Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents Agent as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything from time to time designate for such purpose ("Payment Account"); provided, however, that so long as the contrary contained herein Excess Availability of Borrowers is equal to at least the greater of (i) fifteen percent (15%) of Borrowing Base or in any Deposit Account Control Agreement relating to a Blocked Account(ii) $15,000,000, Administrative and Collateral Agent shall no Event of Default has occurred and is continuing, such funds will not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly transferred to the Payment Account and that Borrowers are not permitted to access or otherwise direct the Borrower owning any such funds unless either will be entitled to withdraw those funds from the Blocked Accounts for its own account. Each Borrower agrees that if the Excess Availability of Borrowers is less than the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, or an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; providedcontinuing, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, then all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations." (b) For purposes of calculating the amount Section 6.3(c) of the Loans available Loan Agreement shall be amended and restated in its entirety to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices read as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day.follows: (c) IfIf the Excess Availability of Borrowers is less than the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, during any Blocked Account Activation Periodor if an Event of Default has occurred and is continuing (and without limiting Administrative Agent's and Lenders' other rights and remedies on account of such Event of Default), any each Borrower or any Guarantor receives possession and all of or otherwise has control its directors, employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Administrative Agent and Lenders, receive, as the property of Administrative Agent and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Collateral which come into their possession or other Collateral, such Person shall hold such items as trustee for Administrative under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent and Collateral Agent. In in no event shall the same be commingled with any a Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s Agent or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom in accordance with any Blocked Account Agreement. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement."

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”), ") as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Each Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product ProvidersLenders, may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers such Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) Borrowers shall establish and maintain, at their expense, check, credit card, charge card and debit card processing and other such merchant payments processing arrangements only with the Merchant Payment Processors set forth in Schedule 6.3(b) hereto, and after prior written notice to Agent, with such other Merchant Payment Processors as any Borrower may select which are acceptable to Agent. Each Borrower shall irrevocably authorize and direct in writing all current and future Merchant Payment Processors to remit all payments due such Borrower under any Merchant Payment Agreement to the Blocked Account by wire transfer on a daily basis or as otherwise directed by Agent. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Agent and shall continue in full force and effect until all Obligations are fully and indefeasibly paid and this Agreement terminated. (c) For purposes of calculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ' loan accounts account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ ' loan accounts account(s) on such day, and if not, then on the next Business Day. (cd) IfEach Borrower and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent and Lenders, receive, as the property of or otherwise has control of Agent and Lenders, any monies, checks, notes, drafts drafts, credit, charge or debit card sales drafts, credit, charge or debit card sales, charge or debit slips, charge or debit receipts, or any other payment relating to and/or proceeds from sales of Accounts Inventory or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s 's or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers By no later than March 1, 1999, Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”)") with Citibank, N.A. or such other bank as Administrative and Collateral Agent may specify, with such banks as are reasonably is acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agentthat the depository bank will wire, for itself and the ratable benefit of the Lenders and the Bank Product Providersor otherwise transfer, may become bank’s customer with respect to in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Lender shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to instruct the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control or other such instruction providing that to transfer the funds on deposit in the Blocked Accounts to such deposit accounts operating bank account of Borrower as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. At any time after March 1, 1999, Lender may instruct the depository banks at which the Blocked Accounts are maintained to be automatically on each Business Day be remitted directly transfer all funds received or deposited into the Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has occurred have occurred, or (ii) Excess Availability is shall be less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”)15,000,000. Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsCollateral. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower and for purposes of calculating interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower shall, during any Blocked Account Activation Periodacting as trustee for Lender, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon 37 receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything Borrower shall cause all funds received or deposited into the Blocked Accounts to be transferred each Business Day to the contrary contained herein Lender Payment Account, except that, in the case of Blocked Accounts established with respect to Borrower's retail stores, Borrower shall cause all funds received or deposited therein to be transferred to the Lender Payment Account at any time that there is $100,000 or more on deposit in any Deposit Account Control Agreement relating to a such Blocked Account, Administrative and Collateral Agent shall not issue to but in any bank at which event no less frequently than on a Blocked Account is maintained a notice of sole control or other such instruction providing weekly basis. Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one(1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower shall, during any Blocked Account Activation Periodand shall cause its shareholders who are also directors or employees of Borrower and its directors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates, in each case acting as trustee for Lender, to receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Section 6.3(a) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agentupon the written instruction of Lender, for itself and the ratable benefit of the Lenders and the Bank Product Providersdepository bank will wire, may become bank’s customer with respect to or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts and promptly upon Administrative and Collateral Agent’s requestto such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"), Borrowers shall execute and deliver provided, that, without limiting any other rights or remedies of Lender, Lender may, at its option, send such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything written instruction to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control to transfer all available funds received or other such instruction providing that deposited into the funds in such deposit accounts are to be automatically on each Business Day be remitted directly Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (iA) an Event of Default or a act, condition or event which with notice or passage of time or both would constitute an Event of Default with respect to non-payment of the Obligations has shall exist or have occurred and be continuing, or (iiB) the Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement."

Collection of Accounts. (a) Borrowers Each US Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), ) as Administrative and Collateral Agent Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which US Borrowers shall shall, in accordance with Lender’s instructions, promptly deposit deposit, and direct their respective account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject established shall enter into deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts is referred are the property of Lender, that the depository bank has no Lien upon, or right to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall existset-off against, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose. Each US Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Administrative and Lender and/or US Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsLender. (b) For purposes Notwithstanding Section 6.3(a) above, Lender, at the request of calculating all US Borrowers, shall provide US Borrowers and their respective Subsidiaries (if applicable) or HTM with dominion and control over the amount Blocked Accounts (and other accounts of such Subsidiaries, if applicable, or HTM) by suspending (the “Suspension”) the operation of certain provisions of such Deposit Account Control Agreements by executing and delivering a notice (each, a “Cash Dominion and Control Release Notice”), in substantially the form attached as Schedule 6.3 hereto and in form and substance satisfactory to Lender, to the banks party to such Deposit Account Control Agreements provided: (i) during, but only for so long as the Suspension is in effect, the definition of Borrowing Base set forth in Section 1.8 of the Loans available Loan Agreement shall be deemed amended to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices provide as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.follows:

Collection of Accounts. (a) Borrowers Upon the occurrence and during the continuance of an Event of Default, upon notice from Lender, Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bankLender’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral AgentLender’s request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on (i) two (2) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Lender Payment Account Account, and (ii) five (5) Business Days following the date of receipt of all other amounts; provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Loans outstanding, Lender shall be entitled to an administrative charge in an amount equivalent to the interest Lender would have received for such Business Day had there been Loans outstanding on such day as calculated by Lender in accordance with its customary practice. (c) IfBorrower and its shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other CollateralCollateral which come into their possession or under their control, such Person upon notice from Lender upon the occurrence and during the continuance of an Event of Default, Borrower shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In After the establishment of a Blocked Account pursuant to the terms of Section 6.3(a), in no event shall the same any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control, be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 section shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a1) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either The Borrower will (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and cause each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at in which it maintains (a) a Blocked Deposit Account, including each Deposit Account maintained by the Borrower into which all cash, checks, or other similar payments relating to or constituting payments made in respect of Accounts will be deposited (a "Collateral Deposit Account"), to enter into a control agreement with the Lender, in form and substance satisfactory to the Lender in order to give the Lender Control of the Deposit Account or (b) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Lender hereunder and cause each such bank or other financial institution to acknowledge such notification in writing, and (ii) upon the Lender's request after the occurrence and during the continuance of a Default, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Lender, transferring ownership of the Deposit Account to the Lender or transferring dominion and control over each such other deposit account to the Lender until such time as no Default exists. Notwithstanding the foregoing, no control agreement shall be required for Deposit Accounts specifically identified in an intercreditor agreement executed by the Lender as being subject to an Approved First Capital Lien. (2) Upon the occurrence of a Default or investment account Unmatured Default, establish lock box service (the "Lock Boxes") with the bank(s) set forth in Appendix I hereto, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Lender and shall be accompanied by an acknowledgment by the bank where the Lock Box is established located of the Lien of the Lender granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (as hereinafter defined) (a "Lock Box Agreement"). Upon the occurrence of a Default or Unmatured Default, (a) the Borrower shall direct all of its Account Debtors of Accounts which constitute First Lien Collateral to forward payments directly to Lock Boxes subject to Lock Box Agreements, (b) the Lender shall have sole access to the Lock Boxes at all times and the Borrower shall take all actions necessary to grant the Lender such sole access, (c) at no time shall the Borrower remove any other bankitem from the Lock Box or from a Collateral Deposit Account without the Lender's prior written consent, financial institution (d) if the Borrower should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Lender, the Lender shall be entitled to make such notification directly to Account Debtor, (e) if notwithstanding the foregoing instructions, the Borrower receives any proceeds of any Accounts constituting First Lien Collateral, the Borrower shall receive such payments as the Lender's trustee, and shall immediately deposit all cash, checks or other Person involved in the transfer of funds similar payments related to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s constituting payments to or indemnification made in respect of such bankAccounts received by it to a Collateral Deposit Account, financial institution (f) all funds deposited into any Lock Box subject to a Lock Box Agreement or other Person. The obligation a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by the Borrower with Bank One, N.A., or its successors (the "Collection Account"), and (g) the Lender shall hold and apply funds received into the Collection Account as provided by the terms of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement4.5(c).

Collection of Accounts. Except as otherwise provided herein, Debtor shall continue to collect all amounts due or to become due to Debtor under the Accounts, and, in connection with such collections, Debtor may take (a) Borrowers shall establish and maintainand, at its expenseSecured party's direction, blocked accounts shall take) such action as Debtor or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Secured Party may specify, with such banks as are reasonably acceptable deem necessary or advisable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit enforce collection of the Lenders Accounts. Upon the occurrence and during the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements continuance of any Default or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment (and, in any event, after receipt by Debtor of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived notice from Secured Party in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or Credit Agreement) (ya) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days amounts and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions proceeds (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds including instruments) received and collected by Administrative and Collateral Agent or any Lender, whether Debtor in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Accounts shall be treated received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the same form as payments to Administrative so received (with any necessary endorsement), and, if any Event of Default has occurred and Collateral Agent is continuing, applied as provided by Section H.4. hereof, and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating Debtor shall not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any account debtor or obligor thereunder or allow any credit or discount thereon. Secured Party shall have the Loans available to Borrowersright in its own name or in the name of Debtor, payments will be applied upon the occurrence and during the continuance of any Default or Event of Default (conditional upon final collection) to the Obligations on the Business Day of and, in any event, after receipt by Administrative and Collateral Agent Debtor of immediately available funds in the Payment Account provided such payments and notice thereof are received from Secured Party in accordance with Administrative the Credit Agreement), to notify any and Collateral Agent’s usual all account debtors to make payments of the Accounts directly to Secured Party, to demand, collect, receive, receipt for, sue for, compound and customary practices as give acquittal for, any and al▇ ▇mounts due or to become due on the Accounts and to endorse the name of the Debtor on all commercial paper given in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daypayment or part payment hereof, and if notin Secured Party's discretion to file any claim or take any other action or proceeding that Secured Party may deem necessary or appropriate to protect and preserve and realize upon the Accounts and related Collateral. Secured Party shall have no duty or obligation whatsoever to collect any Account, then on or to take any other action to preserve or protect the next Business Day. For the purposes of calculating interest on the ObligationsCollateral; however, during should Secured Party elect to collect any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives take possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee Debtor releases Secured Party from any claim or claims for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit loss or cause the same to be deposited damage arising from any act or omission in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementconnection therewith.

Collection of Accounts. (a) Borrowers Guarantor/Pledgor agrees to collect and enforce payment of all Collateral until such time as Lender shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Guarantor/Pledgor to the contrary contained herein or in any Deposit Account Control Agreement relating to under the following circumstances: after a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Material Event of Default or a Default with respect to non-payment of the Obligations has occurred and is continuing; or (ii) Excess Availability if Lender reasonably believes it is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 necessary to do so to prevent prejudice to Lender. Immediately upon notice to Guarantor/Pledgor by Lender and at all times thereafter after that, Guarantor/Pledgor agrees to fully and promptly cooperate and assist Lender in the collection and enforcement of all Collateral and to hold in trust for a period of 60 consecutive days Lender all payments received in connection with Collateral and no Event of Default or Default with respect to non-payment of from the Obligations has occurredsale, Administrative and Collateral Agent shall promptly rescind such notice of sole control lease or other such instructions (disposition of any such period during which the Blocked Accounts are subject to the sole control Collateral, all rights by way of Administrative suretyship or guaranty and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds all rights in the Blocked Accountsnature of a lien or security interest which Guarantor/Pledgor now or later has regarding Collateral. Each Borrower Immediately upon and each Guarantor after such notice, Guarantor/Pledgor agrees that, during any Blocked Account Activation Period, to endorse to Lender and immediately deliver to Lender all payments made to such Blocked Accounts received on Collateral or from the sale, lease or other funds disposition of any Collateral or arising from any other rights or interests of Guarantor/Pledgor in the Collateral, in the form received by Guarantor/Pledgor without commingling with any other funds; and collected by Administrative and Collateral Agent immediately deliver to Lender all property in Guarantor/Pledgor's possession or later coming into Guarantor/Pledgor's possession through enforcement of Guarantor/Pledgor's rights or interests in the Collateral. Guarantor/Pledgor irrevocably authorizes Lender or any Lender, whether in respect Lender employee or agent to endorse the name of the Receivables, as proceeds of Inventory Guarantor/Pledgor upon any checks or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof items that are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daypayment for any Collateral, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during to do any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) and all things necessary in order to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time reduce these items to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.Page 7 Initial Here JC

Collection of Accounts. (a) Borrowers Until Borrower is notified by Bank to the contrary, Borrower shall establish have the right to collect Accounts and maintaindeposit proceeds received from Account Debtors into operating accounts of Borrower maintained at Bank. (b) If Bank at any time determines in good faith that the financial condition of Borrower or its ability to repay the Liabilities has materially changed to the detriment of Bank, then Bank may, at its expenseoption, blocked accounts or lockboxes notify Borrower that it must immediately establish a remittances account maintained by and related blocked accounts in the name of Bank (the "Remittances Account") for the deposit of each and every remittance with respect to the Accounts, and in either casesuch event, “Blocked Accounts”)Borrower shall provide contemporaneously with each and every remittance with respect to the Accounts and upon each deposit of funds to the Remittances Account to Bank, as Administrative a report reflecting the amount of all such remittances, the Accounts and Collateral Agent may specifyamounts thereof with respect to which such remittances were made. Thereafter, with Borrower shall notify Bank of such banks collections as are reasonably acceptable received pursuant to Administrative the provisions of Section 7.1 below and Collateral Agent into which Borrowers shall promptly deposit hold the proceeds received from collections in trust for Bank without commingling the same with other funds of Borrower and direct their respective account debtors shall turn the same over to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral Bank immediately upon receipt in the identical form received. Proceeds so transmitted to Bank may be handled and administered in which and through remittance or special accounts; the maintenance of any such payments are madeaccounts shall be solely for the convenience of Bank, whether by cashand Borrower shall not have any right, check or other manner. Borrowers shall delivertitle, or cause interest in or to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided any such accounts or in Section 5.2 hereof or the amounts at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect appearing to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either credit thereof. (ic) Following an Event of Default or a Default with respect to non-payment event which following notice or the passage of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such time would constitute an Event of Default is subsequently waived Default, Bank may (without notice to or demand on Borrower, at Bank's option) apply against the outstanding balance of Borrower's Loan Account from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in accordance with the terms Bank's possession (including, without limitation, any such collections and Proceeds in any lock-box, Remittances Account or any operating or other account maintained by or for Borrower at Bank). Nothing herein shall be deemed to diminish or limit any of Bank's rights or remedies under applicable law or Section 3.3, Section 10, Section 11, or any other Section of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and otherwise. If no Event of Default has occurred or Default is continuing hereunder and if there is no excess outstanding balance in Borrower's Loan Account required to be paid by Borrower under Section 3.3 hereof, Bank may, at its option, deposit any or all collections on and Proceeds from Accounts Receivable in Bank's possession into Borrower's operating accounts maintained and to be maintained at Bank. Bank shall not be required to credit Borrower's Loan Account with respect to non-payment the amount of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control any check or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds instrument constituting provisional payment until Bank has received final payment thereof at its office in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts cash or other funds received and collected solvent credits accepted by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsBank. (bd) For purposes Borrower shall, at the request of calculating Bank, notify the amount Account Debtors of the Loans available security interest of Bank in any Account and shall instruct Account Debtors to Borrowers, remit payments will be applied (conditional upon final collection) directly to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayBank, and if notBank may itself, then on the next Business Day. For the purposes of calculating interest on the Obligationsat any time, during any Blocked so notify Account Activation Period, such payments Debtors. 6.2 Borrower agrees that no court action or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date legal proceeding or garnishment, attachment, repossession of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayproperty, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating attempt to and/or proceeds repossess any merchandise covered by an Account shall be attempted by Borrower except by or under the direction of competent legal counsel. Borrower hereby agrees to indemnify and hold Bank harmless from any loss or liability of any kind or character which may be asserted against Bank by virtue of any suit filed, process issued, or any repossession or attempted repossession done or attempted by Borrower or by virtue of any other endeavors which Borrower may make to collect any Accounts or other Collateral, repossess any such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementmerchandise.

Collection of Accounts. (a) Borrowers Borrowing Base Parties shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrowing Base Parties shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrowing Base Parties shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers Borrowing Base Parties shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) . With respect to the Obligations on disbursement accounts of Borrowing Base Parties (but not the Business Day of receipt by Administrative and Collateral Blocked Accounts or any collection accounts), Agent of immediately available will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds in deposited into the disbursement accounts to the Agent Payment Account provided such payments at any time that an Event of Default shall exist or have occurred and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daycontinuing. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) The Borrowers shall establish and maintain, at its expense, blocked accounts maintain the Lender (or lockboxes and related blocked accounts (in either case, “Blocked Accounts”their lawful successors), as Administrative the Borrowers' principal depository bank. Both the Lender and Collateral Agent AmSouth Bank, N.A. shall be designated as Depository Banks; provided, that any accounts other than payroll and tax accounts located at Amsouth Bank shall be subject at all times to Agency Account Agreements in form and substance acceptable to Lender. All checks, drafts, cash and other proceeds realized from the sale of any Inventory or otherwise from the sale or other disposition of any of the other Collateral, including, without limitation, all proceeds realized from the collection of the Accounts or otherwise pursuant to any contract right, note, bill, draft, acceptance, chattel paper, chose in action and other li▇▇ ▇orms of general intangibles, and all remittances received by either Borrower in respect to the foregoing, shall, upon receipt by the Borrower, be held by such Borrower as trustee of an express trust for Lender's sole benefit and subject to immediate deposit (in their original form duly endorsed in blank) in the Agency Account or in any other special account over which Lender has the sole right and power of withdrawal, maintained at a financial institution acceptable to Lender. The Agency Account shall be subject to an Agency Account Agreement of such Depository Bank which waives any right of setoff such Depository Bank might otherwise claim to have against any funds in the Agency Account and to otherwise charge any costs relative to the Agency Account to Borrowers or such other account(s) as either Borrower may specify, maintain with such banks as are reasonably Depository Bank, such Agency Account Agreement to be in form and substance acceptable to Administrative Lender. Lender assumes no responsibility for any claim of accord and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory satisfaction or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer release with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing funds that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds have been deposited in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgency Account. (b) For purposes Upon the occurrence and during the continuance of calculating an Event of Default, if at any time requested by Lender, Continental and Goodman shall instruct all Account Debtors to mail their payments di▇▇▇▇▇▇ to a designated post office lockbox (a "Lockbox") maintained at Continental's expense, with respect to which only Lender or, should Lender so agree, a designated financial institution, shall have the amount right of access, the Loans available right to Borrowers, payments will be applied (conditional upon final collection) open all mail delivered to the Obligations on the Business Day of receipt by Administrative Lockbox and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayprocess all remittances therein, and if not, then on all payments so received shall be subject to immediate deposit into the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Cash Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayAccount. (c) IfAll funds held in the Agency Account shall be transferred to the Cash Collateral Account as set forth in the Agency Account Agreement or as otherwise designated by Lender. Lender shall have the right of access, during any Blocked the right to open all mail delivered to the Cash Collateral Account Activation Period, any Borrower and to process all remittances transferred or any Guarantor receives possession of or otherwise has control deposited therein. The application of any monies, checks, notes, drafts or any other funds to the payment relating to and/or proceeds of Accounts or other Collateral, the Obligations shall not occur until Lender's receipt of such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited funds in cleared federal funds in the Blocked Accounts, or Cash Collateral Account. Lender agrees that all funds received by Lender by wire transfer for either Borrower's account prior to 10:00 a.m. on any Business Day of Lender shall be deemed cleared federal funds in the Cash Collateral Account. Funds received by Lender by wire transfer for either Borrower's account after 10:00 a.m. on any Business Day of Lender shall be deemed cleared federal funds in the Cash Collateral Account on the next Business Day of Lender. The order and method of application of such payments shall be in the sole discretion of Lender. (d) Lender reserves the right upon the occurrence and during the continuance of an Event of Default to notify Account Debtors and other Persons indebted to Borrowers of Lender's interest in any such amounts payable to Borrowers and to instruct such Account Debtors and other Persons to remit the same directly to Lender and all such funds (less any costs of collection and other charges or cause expenses incurred in connection therewith as hereinafter provided) shall be subject to application to the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementObligations.