Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. The Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit Agreement.

Collection of Accounts. The Debtor (a) Borrowers and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are reasonably acceptable to Agent. 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 and proceeds of Collateral, so long as an Availability Compliance Period does not exist; provided, that, during an Availability Compliance Period, and upon Agent’s request, each Borrower and Guarantor shall promptly deposit into one or more Blocked Accounts, and direct its account debtors to directly remit into such Blocked Accounts all payments on Receivables, other than the Non-Borrower 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, each Borrower and Guarantor shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained which agreement shall provide that upon notice from Agent (which shall be given upon an Availability Compliance Triggering Event and shall be revoked promptly after the expiration of the Availability Compliance Period that was initiated upon such Availability Compliance Triggering Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s request, each Borrower and Guarantor shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that after notice by Agent to the bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments 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; provided, however, 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 Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and prior to 12:00 p.m. New York time, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, for the sole and equal benefit of Wachovia and Documentation Agent, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the same day of the receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are prior to 12:00 p.m. New York time, and if not, then on the next Business Day. (c) During any Availability Compliance Period, each Borrower and Obligor and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and promptly, upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Obligor’s funds. Borrowers and Guarantors agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or Person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers and Guarantors to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3(c) shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. (a) Upon occurrence of 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 all of the Grantor, to collect the Accounts, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the collection of any Account, and to do all acts and things necessary or 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 shallor guarantor thereof that the Account owed by such Account Debtor has been assigned to the Administrative Agent and is to be paid directly to the Administrative Agent. At the Administrative Agent’s request following the occurrence of 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 otherwise grant any indulgence or allowance with respect to any Account without the prior written consent of the Administrative Agent. (b) The Grantor irrevocably designates and appoints the Administrative Agent its true and lawful attorney either in the name of the Administrative Agent or in the name of the Grantor, effective after the occurrence of an Event of Default and during the continuation thereof 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 receipt 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, cash, and notes or other remittances instruments received in payment of or on account of the AccountsInventory Collateral or the Accounts Receivable Collateral, cause but the same Administrative Agent shall not be under any duty to exercise any such authority or power or in any way be deposited in responsible for the Collateral Reserve Account. The remittance collection of the proceeds of such Inventory Collateral or the Accounts shall not, however, constitute payment or liquidation of such Accounts until Receivable Collateral. (c) The rights set forth in this Section 5 are supplementary and in addition to (and not in limitation of) the Collateral rights granted to the Administrative Agent as agent for and/or 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit AgreementDocuments.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause deposit the same to be deposited in a special account designated by the Collateral Reserve Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Collection 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collection Account. The Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, will from time to time apply the funds on deposit in the Collateral Reserve Collection Account against the Obligations in such order of application as is required by the Credit Intercreditor Agreement.

Collection of Accounts. The Debtor shall(A) To expedite collection, upon receipt Borrower shall endeavor in the first instance to make collection of all checks, drafts, cash, its Accounts for Agent and other Lenders. All remittances in payment of or received by Borrower on account of Accounts shall be held as Lenders' property by Borrower as trustee of an express trust for Lenders' benefit and Borrower shall immediately deposit or cause to be deposited same in the AccountsDominion Account. Agent shall have the right at any time after the occurrence of a Default or an Event of Default to notify Account Debtors that Accounts have been assigned to Agent and Lenders and to collect Accounts directly in its own and Lenders' name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower. Neither Agent nor any Lender has any duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. (B) Borrower shall deposit all proceeds of the Collateral or cause the same to be deposited in the Collateral Reserve Accountkind in a Dominion Account pursuant to a lockbox arrangement with such banks as may be selected by Borrower and be acceptable to Agent. The remittance of the proceeds of such Accounts Borrower shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have issue to 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 deposit, the Debtor agrees that it will not commingle any such checksbanks, drafts, cash an irrevocable letter of instruction directing such banks to deposit all payments or other remittances with any received in the lockbox to the Dominion Account for application on account of the Obligations. All funds or other deposited in the Dominion Account shall immediately become the property of Lenders and Borrower shall obtain 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of agreement by such banks to waive any Default or Event of Default, to apply offset rights against the funds on deposit in the Collateral Reserve Account against the Obligations in so deposited. Neither Agent nor any Lender assumes any responsibility for such order lockbox arrangement, including, without limitation, any claim of application as is required accord and satisfaction or release with respect to deposits accepted by the Credit Agreementany bank thereunder.

Collection of Accounts. The Debtor shall, upon receipt of Borrower shall at all checks, drafts, cash, times maintain lockboxes (the “Lockboxes”) and other remittances in payment of or on account of shall instruct all Account Debtors with respect to the Accounts, cause General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes or to local deposit accounts at financial institutions reasonably acceptable to Agent. Borrower, Agent, and the same to be deposited in Lockbox Banks shall enter into the Collateral Reserve Account. The remittance of the proceeds of such Accounts Lockbox Agreements, which among other things shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent provide for the Secured Parties shall receive good funds for such proceeds. For purposes opening of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 a Lockbox Account for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back itemsdeposit of Collections at a Lockbox Bank. 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 Borrower agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to apply the that: (i) all good funds on deposit in each local collection account (other than a local collection account which is either an Excluded Account or which is subject to a Control Agreement) in excess of $25,000 per account shall be swept pursuant to standing instructions (by wire transfer or ACH transaction) on a daily basis to a Lockbox Account; and (ii) all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the Collateral Reserve prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, during the period following a notice of exclusive control (each such notice, a “Lockbox Notice”) from the Agent to the relevant Lockbox Bank and continuing until such time, if any, as Agent has delivered to such Lockbox Bank a Subsequent Notice as set forth below (such period, an “Activation Period”), all amounts received in each Lockbox Account against shall be wired each Business Day into an account (the Obligations “Agent’s Account”) maintained by Agent at a depositary selected by Agent. Notwithstanding anything to the contrary contained in this Section 2.8 or elsewhere in this Agreement, all amounts in the applicable Lockbox Account shall be forwarded pursuant to the instructions of Borrower given to such Lockbox Bank from time to time unless an Activation Period is then in effect. Agent shall be entitled to give the Lockbox Notice to the Lockbox Bank at any time after either (i) Borrower’s Availability is less than $25,000,000 for five consecutive Business Days, or is less than $10,000,000 on any Business Day, or (ii) the occurrence of an Event of Default. If a Lockbox Notice has been sent and both (x) there does not exist any Event of Default (and any Event of Default upon which such Lockbox Notice was based has been waived pursuant to the terms of this Agreement), and (y) Borrower’s Availability has been $25,000,000 or more for at least the last five consecutive Business Days, then, in Agent’s sole discretion, Agent may give the relevant Lockbox Bank an instruction permitting Borrower to once again direct the disbursement of funds on deposit in such order Lockbox Account (such instruction a “Subsequent Notice”).” (f) Section 2.12(b) of application the Agreement is hereby amended to read as is required by the Credit Agreement.follows:

Collection of Accounts. The Debtor (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 their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Lender may specify, with such banks as are acceptable to Lender. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall mean and include the Central Collection Deposit Accounts. Upon and after the occurrence of an Event of Default or a Compliance Triggering Event (until the occurrence of a Compliance Reinstatement Date related thereto, if any), and upon Lender’s request, Borrowers shall promptly deposit into one or more Blocked Accounts and direct their 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 Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained which agreement shall provide that upon notice from Lender (which shall be given upon an Event of Default or a Compliance Triggering Event and revoked upon the occurrence of a Compliance Reinstatement Date related thereto, if any), such bank will send funds on a daily basis to the Lender Payment Account and otherwise take instruction with respect to such Blocked Account only from Lender. Promptly upon Lender’s request, Borrowers shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrowers agree that after notice by Lender to the bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender 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 Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan account on such day, and if not, then on the next Business Day. In the event an Event of Default or a Compliance Triggering Event has occurred (and prior to the occurrence of a Compliance Reinstatement Date related thereto, if any), for the 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 after receipt of immediately available funds by Lender in the Lender Payment Account, provided such payments or other funds and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan 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 upon or after an Event of Default or a Compliance Triggering Event (and prior to the occurrence of a Compliance Reinstatement Date related thereto, if any) 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. (c) Upon and after an Event of Default or any Compliance Triggering Event (until the occurrence of a Compliance Reinstatement Date related thereto, if any), Borrowers and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any Borrower’s funds. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender’s payments to or indemnification of such bank or person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds Borrowers to reimburse Lender for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.”

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), with such banks as are reasonably acceptable to 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 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. Prior to the occurrence of a Cash Management Event, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use funds therein for working capital and general corporate purposes to the extent permitted herein. Upon the occurrence of a Cash Management Event, (i) each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the outstanding Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and (ii) Agent may disregard Borrowers’ instructions with respect to the Blocked Accounts and exercise exclusive dominion and control over the Blocked Accounts and apply funds deposited therein as provided herein. Agent’s right to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until the occurrence of a Cash Management Reinstatement Event, unless a subsequent Cash Management Event shall occur, whereupon Agent shall have the rights of exclusive dominion and control as described herein. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the 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 date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective employees and agents shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any 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 arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shall(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 of all checksthereof, drafts, cash, and other remittances in payment of deposit or on account of the Accounts, 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 Reserve AccountAgent. The remittance of In no event shall the proceeds of such Accounts shall not, however, constitute payment same be commingled with any Borrower’s or liquidation of such Accounts until the any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent as 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 Secured Parties shall receive good transfer of funds for such proceeds. For purposes to or from the Blocked Accounts, any other deposit account or any investment account arising out of computing interest, the Collateral Agent shall treat deposited checks, drafts Administrative and other items as collected in accordance with the Collateral Agent’s normal availability scheduleor any Lender’s payments to or indemnification of such bank, but in doing so the financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent is not agreeing that and Lenders for such funds have in fact been paid, nor is amounts pursuant to this Section 6.3 shall survive the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such chargedtermination or non-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 renewal 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause the same unless Lender requires Debtor to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, establish a lockbox arrangement upon the occurrence and during the continuation of 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 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 Default or 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 funds on deposit 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 Collateral Reserve Account against the Obligations in such order of application as is required by 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 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 security interest of Lender in the Accounts; provided, however, that until the occurrence of an Event of Default, Debtor shall not be required to comply with the Federal Assignment of 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 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 and upon the request of Lender, Debtor shall notify such account debtors and shall indicate on all invoices to such account debtors that the accounts are payable into a lockbox.

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers shall promptly deposit and direct their 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 Agent a Deposit Account Control Agreement in form and substance satisfactory to Agent, 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 Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Prior to the occurrence of a Cash Dominion Trigger Date, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use the funds therein for working capital and general corporate purposes to the extent permitted herein. Upon the occurrence of a Cash Dominion Trigger Date, (i) each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the Obligations and shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and (ii) the Agent may disregard Borrowers’ instructions with respect to the Blocked Accounts, exercise exclusive dominion and control over the Blocked Accounts, and apply funds deposited therein as directed by the Required Lenders or as otherwise provided herein. Agent’s rights to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until such time (if any) as Agent has confirmed that (i) no Event of Default then exists and (ii) Borrowers have maintained Excess Availability of at least $5,000,000 for 60 consecutive days. (b) Each Borrower and all of such Borrower’s shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or Person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shallBorrowing Base Parties shall establish and maintain, upon receipt at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which 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 all checksInventory or other Collateral in the identical form in which such payments are made, drafts, whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and other remittances delivered by each bank where a Blocked Account is maintained as provided in payment of Section 5.2 hereof or on account at any time and from time to time Agent may become the bank's customer with respect to any of the AccountsBlocked Accounts and promptly upon Agent's request, cause the same Borrowing Base Parties shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to be deposited such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in the Collateral Reserve Account. The remittance respect of the Receivables, as proceeds of such Accounts Inventory or other Collateral or otherwise shall not, however, be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute payment or liquidation the property of such Accounts until the 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 Collateral Agent’s 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 right it may have to charge back returned items Lenders to the Debtor and to collect interest on such charged-back items. Funds placed in extent of the Collateral Reserve Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Secured then outstanding Obligations. These proceeds shall be With respect to the disbursement accounts of Borrowing Base Parties (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds deposited in precisely into the form received, except for disbursement accounts to 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 deposit, the Debtor agrees Payment Account at any time that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit AgreementDefault shall exist or have occurred and be continuing.

Collection of Accounts. The Debtor shall(a) On the “Control Agreement Deadline” as defined in the Guarantee and Collateral Agreement, upon receipt of all checks, drafts, cashwith respect to U.S. Obligors, and other remittances on or before the date that is 60 days following the Closing Date or such later date agreed to by the Agent in payment of or on account its reasonable discretion, with respect to Foreign Obligors (collectively, the “Control Agreement Deadline”), each Grantor shall (i) execute and deliver to the Agent a Deposit Account Control Agreement for each Collateral Deposit Account, which Collateral Deposit Accounts as of the AccountsClosing Date are identified as such on Exhibit E, cause and (ii) establish lock box service (the same “Lock Boxes”) with banks at which lock boxes are maintained (which banks as of the Closing Date are set forth in Exhibit E), which Lock Boxes shall be subject to irrevocable lockbox agreements (which may be deposited set forth in Deposit Account Control Agreements) in form and substance reasonably acceptable to the Agent and, if applicable, shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a Dominion Account (a “Lock Box Agreement”). (b) Each Grantor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts are made directly to a Dominion Account (or a Lock Box relating to a Dominion Account). While a Dominion Trigger Period is in effect, the Agent shall be authorized to exercise exclusive control over any Collateral Reserve AccountDeposit Account at all times and no Grantor will be permitted to remove any item from a Lock Box or from a Collateral Deposit Account without the Agent’s prior written consent. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that (A) except as provided in Section 6.1, it will not commingle deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Dominion Trigger Period is in effect and (B) it will deliver a notice rescinding its exclusive control over any Collateral Deposit Account with respect to which it has previously delivered a notice exercising exclusive control if no Dominion Trigger Period is then in effect. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Dominion Account (or a Lock Box relating to a Dominion Account), the Agent shall, notwithstanding anything to the contrary set forth herein, be entitled to make such checks, drafts, notification directly to such Account Debtor. If notwithstanding the foregoing instructions any Grantor receives cash or other remittances Payment Items with respect to any funds or other property of the Debtor but will Collateral, it shall hold them separate and apart therefrom, and upon an express same in trust for Agent and promptly (not later than the Collateral Agent until next Business Day) deposit thereof is made in the Collateral Reserve same into a Dominion Account. The Collateral Agent , except as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required otherwise expressly permitted by the Credit Agreement. The Agent shall hold and apply funds received into Dominion Accounts as provided in the Credit Agreement, including, without limitation, as provided in Sections 5.6 and 8.2 thereof. (c) Each Foreign Facility Cash Collateral Account and all Cash Collateral with respect to the Foreign Facility Obligations shall be under the sole dominion and control of Agent at all times, whether or not a Dominion Trigger Period is in effect, and no Grantor or other Person shall have any right to any such Cash Collateral, until Full Payment of the Obligations. All such Cash Collateral while held in a Foreign Facility Cash Collateral Account shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are selected by Borrower and reasonably acceptable to Agent into which Borrower shall promptly deposit and direct 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. Borrower shall deliver, or cause to be delivered to Agent a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.4 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrower shall execute and deliver such agreements and documents as Agent may require in connection therewith. 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 Agent Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $25,000,000. 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, 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 thirty (30) consecutive days, upon Borrower’s written request received by Agent within five (5) Business Days after the end of such thirty (30) day period, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrower as Borrower may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above (the period during which funds received or deposited into the Blocked Accounts are required pursuant to this Section 6.3(a) to be transferred to the Agent Payment Account being herein referred to as the “Cash Dominion Period”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise, in each case during a Cash Dominion Period, shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Borrower and its shareholders, directors, employees, agents and Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrower to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to 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 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 Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement, so long as no Cash Dominion Event has occurred, if any bank which is a party to a Deposit Account Control Agreement with Agent exercises its right to terminate such Deposit Account Control Agreement and remits any funds in the Blocked Accounts subject to such Deposit Account Control Agreement to Agent, Agent shall, upon Administrative Borrower’s request, transfer such funds to the operating account of Administrative Borrower to which proceeds of Loans are then being transferred. 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. 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 the Blocked Accounts to the Agent Payment Account at any time on or after a Cash Dominion Event. Upon and after a Cash Dominion Event, and notwithstanding anything to the contrary set forth in any Deposit Account Control Agreement, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts upon or after a Cash Dominion Event or other funds received and collected by Agent or any Lender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the 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 date of receipt of all immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. 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) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, draftsnotes, cashdrafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any 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 arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shallBank conditionally authorizes and permits Grantor to collect Accounts from debtors. This privilege may be terminated by the Bank at any time upon written notice from the Bank, and upon mailing such notice the Bank shall be entitled to and have all of the ownership, title, rights, securities and guarantees of Grantor in respect to Accounts, and in respect to the property evidenced thereby, including the right of stoppage in transit, and the Bank shall have the right to enforce the Grantor's rights against the account debtors and obligors. Thereafter Grantor will receive all payments on Account as agent of and for the Bank and will transmit to the Bank, on the day of receipt of thereof, all original checks, drafts, cashacceptances, notes and other remittances evidence of payment received in payment of or on account of the Accounts, cause including all cash moneys similarly received by Grantor. Until such delivery, Grantor shall keep all such remittances separate and apart from Grantor's own funds, capable of identification as the property of the Bank, and shall hold the same in trust for the Bank. All items or accounts which are delivered by Grantor to the Bank on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (herein called the "Collateral Deposit Account") of Grantor with the Bank, as security for payment of the Obligations. Grantor shall have no right to withdraw any funds deposited in the Collateral Reserve Deposit Account. The remittance Bank may from time to time, at its discretion, and shall upon request of Grantor made not more than once in a week, apply all or any of the proceeds of such Accounts shall notthen balance, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good representing collected 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 Collateral Agent’s 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 right it may have to 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 receivedDeposit Account, except for the endorsement toward payment of the Debtor where necessary to permit collection of itemsObligations, which endorsement the Debtor agrees to makewhether or not then due, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as the Bank may determine, and the Bank may, from time to time, in its discretion, release all or any of such balance to Grantor. Grantor, if in default in the performance of any of the provisions of this Agreement, upon demand, will open all mail only in the presence of a representative of the Bank, who may take therefrom any remittance on Accounts in which the Bank shall have a security interest. The Bank or its representatives is required authorized to endorse, in the name of Grantor, any item howsoever received by the Credit AgreementBank, representing any payment on or other proceeds of any of the Collateral, and may endorse or sign the name of Grantor to Accounts, invoices, assignments, financing statements, notices to debtors, bills of lading, storage receipts, or other instruments or documents in respect to Accounts or the property covered thereby requested by the Bank. Grantor will promptly give the Bank copies of all Accounts, to be accompanied by such information and by such documents or copies thereof as the Bank may require. Grantor will maintain such records with respect to Accounts and the conduct and operation of its business as the Bank may request, and will furnish the Bank all information with respect to Accounts and the conduct and operation of its business, including balance sheets, operating statements and other financial information, as the Bank may request.

Collection of Accounts. The Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or Collateral Agent may on account behalf of the AccountsSecured Parties, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 at the Collateral Agent’s normal availability schedulerequest, 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the rightBorrower shall, upon the occurrence and during the continuance of any Default or an Event of Default, notify any account debtor or any obligor on an instrument to make payment directly to a post office box specified by and under the sole control of the Collateral Agent, whether or not the Collateral Agent was theretofore making collections with respect thereto, and the Collateral Agent shall be entitled to take control of any proceeds thereof for the benefit and on behalf of the Secured Parties. If so requested by the Collateral Agent, Borrower shall insert appropriate language on each invoice directing its customers to make payment to such post office box. Borrower hereby authorizes and directs the Collateral Agent to deposit into a special collateral account to be established and maintained with the Collateral Agent all checks, drafts and cash payments, received in said lock box. All deposits in said collateral account shall constitute proceeds of Collateral and shall not constitute payment of any of the Secured Obligations. At its option, the Collateral Agent may, at any time, apply the finally collected funds on deposit in said collateral account to the Collateral Reserve Account against payment of the Secured Obligations in such order of application as the Collateral Agent may determine, or permit Borrower to withdraw all or any part of the balance on deposit in said collateral account. If a collateral account is required so established ▇▇▇▇▇▇▇▇ agrees that it will promptly deliver to the Collateral Agent for deposit into said collateral account, all payments on accounts and chattel paper received by it. All such payments shall be delivered to the Credit AgreementCollateral Agent in the form received (except for Borrower’s endorsement where necessary). Until so deposited, all payments on accounts and chattel paper received by Borrower shall be held in trust by ▇▇▇▇▇▇▇▇ for and as the property of the Secured Parties and shall not be commingled with any funds or property of Borrower.

Collection of Accounts. The Debtor Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to 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 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 Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement, so long as no Cash Dominion Event has occurred and is continuing, if any bank which is a party to a Deposit Account Control Agreement with Agent exercises its right to terminate such Deposit Account Control Agreement and remits any funds in the Blocked Accounts subject to such Deposit Account Control Agreement to Agent, Agent shall, upon receipt of all checksAdministrative Borrower's request, drafts, cash, and other remittances in payment of or on transfer such funds to the operating account of the Accounts, cause the same Administrative Borrower to be deposited in the Collateral Reserve Account. The remittance of the which proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceedsLoans are then being transferred. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with instruct the Collateral Agent’s normal availability schedule, but in doing so depository banks at which 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 right it may have Blocked Accounts are maintained to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to apply 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. 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 the Blocked Accounts to the Agent Payment Account at any time on or after a Cash Dominion Event. Upon and after a Cash Dominion Event, and notwithstanding anything to the contrary set forth in any Deposit Account Control Agreement, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts upon or after a Cash Dominion Event or other funds received and collected by Agent or any Lender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral Reserve Account against or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Upon and after Cash Dominion Termination, and unless and until a subsequent Cash Dominion Event may occur, Agent shall immediately direct any and all banks which it had previously notified to transfer funds to the Agent Payment Account or to Agent, to cease transferring funds to the Agent Payment Account and to transfer the funds on deposit in the Blocked Accounts to such order operating bank account of application Borrowers as is required by the Credit AgreementBorrowers may specify.

Collection of Accounts. The Debtor shall(a) On or before the date that is 60 days following the Closing Date, upon receipt or such later date agreed to by the Agent in its reasonable discretion (the “Control Agreement Deadline”), each Grantor shall (i) execute and deliver to the Agent a Deposit Account Control Agreement for each Collateral Deposit Account, which Collateral Deposit Accounts as of all checks, drafts, cashthe Closing Date are identified as such on Exhibit E, and other remittances in payment of or on account (ii) establish lock box service (the “Lock Boxes”) with banks at which lock boxes are maintained (which banks as of the AccountsClosing Date are set forth in Exhibit E), cause which Lock Boxes shall be subject to irrevocable lockbox agreements (which may be set forth in Deposit Account Control Agreements) in form and substance reasonably acceptable to the same Agent and, if applicable, shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a Dominion Account (a “Lock Box Agreement”). (b) Each Grantor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts are made directly to a Dominion Account (or a Lock Box relating to a Dominion Account). While a Dominion Trigger Period is in effect, the Agent shall be deposited in authorized to exercise exclusive control over any Collateral Deposit Account at all times and no Grantor will be permitted to remove any item from a Lock Box or from a Collateral Deposit Account without the Collateral Reserve AccountAgent’s prior written consent. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that (A) except as provided in Section 6.1, it will not commingle deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Dominion Trigger Period is in effect and (B) it will deliver a notice rescinding its exclusive control over any Collateral Deposit Account with respect to which it has previously delivered a notice exercising exclusive control if no Dominion Trigger Period is then in effect. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Dominion Account (or a Lock Box relating to a Dominion Account), the Agent shall, notwithstanding anything to the contrary set forth herein, be entitled to make such checks, drafts, notification directly to such Account Debtor. If notwithstanding the foregoing instructions any Grantor receives cash or other remittances Payment Items with respect to any funds or other property of the Debtor but will Collateral, it shall hold them separate and apart therefrom, and upon an express same in trust for Agent and promptly (not later than the Collateral Agent until next Business Day) deposit thereof is made in the Collateral Reserve same into a Dominion Account. The Collateral Agent , except as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required otherwise expressly permitted by the Credit Agreement. The Agent shall hold and apply funds received into Dominion Accounts as provided in the Credit Agreement, including, without limitation, as provided in Sections 5.6 and 8.2 thereof. (c) Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent at all times, whether or not a Dominion Trigger Period is in effect, and no Grantor or other Person shall have any right to any Cash Collateral, until Full Payment of the Obligations. All such Cash Collateral while held in a Cash Collateral Account shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in the Intercreditor Agreement.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause deposit the same to be deposited in a special account designated by the Collateral Reserve Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the "Collection Account"). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 's 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 right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Collection 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collection Account. The Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, will from time to time apply the funds on deposit in the Collateral Reserve Collection Account against the Obligations in such order of application as is required by the Credit Intercreditor Agreement.

Collection of Accounts. The Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent Administrative Agent, as agent for the Secured Parties Parties, shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Administrative Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Administrative Agent’s normal availability schedule, but in doing so the Collateral Administrative Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Administrative Agent as agent for the Secured Parties waiving any right it may have to 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 Administrative 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 Administrative Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Administrative Agent until deposit thereof is made in the Collateral Reserve Account. The Collateral Administrative Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit Agreement.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, lockboxes and related blocked accounts (in either case, "Blocked Accounts"), with such banks as are reasonably acceptable to Agent into which Borrower shall promptly deposit and direct 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. Borrower shall deliver, or cause to be delivered to Agent a 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. Borrower agrees that at the election of Agent, upon the occurrence and during the continuation of a Trigger Event, all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be directed to the Agent Payment Account on a daily basis and, at Agent's election upon the occurrence and during the continuation of an Event Default, shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore such payments shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. To the extent no Event of Default has occurred and is continuing, amounts in the Agent Payment Account shall be disbursed as directed by Borrower. For the avoidance of doubt, unless and until a Trigger Event shall have occurred and shall be continuing, Borrower shall have the sole and exclusive right to make or direct payments and withdrawals from the Blocked Accounts. (b) For purposes of calculating the amount of the Loans available to Borrower, amounts on deposit in the Agent Payment Account will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account; provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations the next Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. As between the Agent and the Lenders, 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) Borrower and each Guarantor shall, and shall cause their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates to, immediately upon receipt of all any monies, checks, draftsnotes, cashdrafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control, and other remittances in payment of deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts. The remittance Borrower and each Guarantor agrees to 48 (d) Notwithstanding anything herein to the contrary, all proceeds received in the Agent Payment Account that originated from a Guarantor shall, to the extent applied to the Obligations, be deemed (i) if Agent has made demand of payment under such Guarantor's guaranty or an Event of Default has occurred under Section 10.1(g) or Section 10.1(h) hereof with respect to such Guarantor, a payment on such Guarantor's guaranty in favor of Agent, (ii) to the proceeds extent such Guarantor owes monetary obligations to Borrower and clause (i) is not otherwise applicable, a repayment of such Accounts shall not, however, constitute payment Guarantor's obligations to Borrower or liquidation of (iii) to the extent no such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for monetary obligations are owing from such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts Guarantor to Borrower and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent clause (i) is not agreeing that otherwise applicable, a loan from such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have Guarantor to charge back returned items Borrower subject 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 terms 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit AgreementSection 9.10(g) hereof.

Collection of Accounts. The Debtor shallSubject to the terms, upon receipt conditions and provisions of the Intercreditor Agreement: (a) On or before the Closing Date, each Grantor shall (i) execute and deliver to the Noteholder Collateral Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Deposit Accounts) maintained by such Grantor into which all checks, drafts, cash, and checks or other remittances similar payments relating to or constituting payments made in payment respect of or on account Accounts will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts (as of the AccountsClosing Date) are identified as such on Exhibit B, cause and (ii) establish lock box service (the same “Lock Boxes”) with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to be deposited irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Noteholder Collateral Reserve Account. The remittance Agent (subject to the terms, conditions and provisions of the proceeds Intercreditor Agreement) and shall be accompanied promptly upon request of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Notes Collateral Agent as agent for by an acknowledgment by the Secured Parties bank where the Lock Box is located of the Lien of the Noteholder Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lock Box Agreement”). After the Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall receive good funds for such proceedsdirect all of its Account Debtors to forward payments directly to Lock Boxes subject to Lock Box Agreements. For purposes Subject to the terms, conditions and provisions of computing interestthe Intercreditor Agreement, the Noteholder Collateral Agent shall treat have access to the Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Noteholder Collateral Agent such access. At no time shall any Grantor remove any item from a Lock Box or from a Collateral Deposit Account without the Noteholder Collateral Agent’s prior written consent (subject to the terms, conditions and provisions of the Intercreditor Agreement). If any Grantor should refuse or neglect to promptly notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after written notice from the Administrative Agent, the Noteholder Collateral Agent shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables, such Grantor shall receive such payments as the Noteholder Collateral Agent’s trustee (subject to the terms, conditions and provisions of the Intercreditor Agreement), and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited checksinto any Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by the Company with the Administrative Agent or, drafts and upon the ABL Obligations Payment Date, at any other items depositary bank (so long as collected such collection account is subject to a springing Deposit Account Control in favor of the Noteholder Collateral Agent), as the case may be in accordance with the Collateral Agent’s normal availability scheduleterms, but in doing so conditions and provisions of the Collateral Agent is not agreeing that such funds have in fact been paid, nor is Intercreditor Agreement (the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items “Collection Account”). (c) Notwithstanding anything to the Debtor and contrary contained herein, in no event shall the Grantors be required to collect interest on such charged-back items. Funds placed deposit any amounts received 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 respect of the Debtor where necessary Notes Collateral in any Collateral Deposit Account or Collection Account or otherwise direct such amounts or proceeds 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit Agreementa Lockbox.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct 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, except for those payments deposited in the Tax Reserve Account to the extent permitted in Section 5.2(d) hereof. Borrower shall deliver, or cause to be delivered to 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 or at any time and from time to time Lender may become bank’s customer with respect to the Blocked Accounts and promptly upon Lender’s request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (b) Borrower shall establish and maintain, at its expense, check, credit card, charge card and debit card processing and other such merchant payments processing arrangements with the Merchant Payment Processors set forth in the Information Certificate, and after prior written notice to Lender, with such other Merchant Payment Processors as Borrower may select which are acceptable to Lender. Borrower shall irrevocably authorize and direct in writing all current and future Merchant Payment Processors to remit all payments due Borrower under any Merchant Payment Agreement to the Blocked Account by wire transfer on a daily basis or as otherwise directed by Lender. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Lender 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 Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day. For the 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 provided such payments or other funds and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan 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, Lender 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 Lender in accordance with its customary practice. (d) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, upon receipt acting as trustee for Lender, receive, as the property of all Lender, any monies, checks, notes, drafts, cashcredit, 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 Inventory or other Collateral which come into their possession or under their control and other remittances in payment of immediately upon receipt thereof, shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse 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 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 accounts or any investment account arising out of Lender’s payments to or indemnification of such bank, financial institution or other person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds Borrower to reimburse Lender for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts") as Agent may specify, with such banks as are acceptable to 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. Each Borrower shall deliver, or cause to be delivered to Agent, a 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 Agent, for itself and the ratable benefit of Lenders, may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, such Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the Obligations and therefore shall constitute the property of 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 Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account(s) on such day, and if not, then on the next Business Day. For the 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 Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account(s) on such day, and if not, then on the next Business Day. (d) Each Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, upon receipt acting as trustee for Agent and Lenders, receive, as the property of all Agent and Lenders, any monies, checks, notes, drafts, cashcredit, 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 Inventory or other Collateral which come into their possession or under their control and other remittances in payment of immediately upon receipt thereof, shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Agent and the Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's or any Lender's payments to or indemnification of such bank or person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds and Lenders for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shallBorrowers shall establish and maintain, upon receipt at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to 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 all checksInventory or other Collateral in the identical form in which such payments are made, drafts, whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and other remittances delivered by each bank where a Blocked Account is maintained as provided in payment of Section 5.2 hereof or on account at any time and from time to time Agent may become the bank’s customer with respect to any of the Accounts, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Blocked Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral promptly upon Agent’s normal availability schedulerequest, but Borrowers shall execute and deliver such agreements and documents as Agent may require 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 right it may have to charge back returned items to the Debtor connection therewith. Each Borrower 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 deposit, the Debtor Guarantor agrees that it will not commingle any all payments made to such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, Blocked Accounts upon the occurrence and during the continuance of a Cash Dominion Event or other funds received and collected by Agent or any Default Lender, whether in respect of the Receivables, as proceeds of Inventory or Event other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of Default, to apply the funds on deposit in the Collateral Reserve Account against the Obligations in and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Without limiting any other rights of Agent or Lenders hereunder or under any of the other Financing Agreements, Agent may, at its option at any time that a Cash Dominion Event shall have occurred and be continuing, subject to the terms of any applicable Deposit Account Control Agreement, instruct the depository banks at which any Blocked Account is maintained to transfer all available funds received or deposited into such order of application as is required by Blocked Account to the Credit AgreementAgent Payment Account.

Collection of Accounts. The Debtor shallBorrowers shall establish and maintain, upon receipt at its expense, lockboxes and related blocked accounts with such banks as are acceptable to Agent in good faith (such account or accounts being referred to herein, collectively, as the “Blocked Accounts”, and individually as a “Blocked Account”). Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of all checksInventory or other Collateral in the identical form in which such payments are made, drafts, whether by cash, check or other manner, to the Blocked Account. Borrowers shall deliver, or cause to be delivered to 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(d) hereof. Promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to any Blocked Account or other remittances funds received and collected by Agent or any Lender on or after a Direct Remittance Event (as defined below), whether in payment of or on account respect of the AccountsReceivables, cause the same as proceeds of Inventory or other Collateral of Borrowers or otherwise shall be treated as payments to be deposited Agent and Lenders in the Collateral Reserve Account. The remittance respect of the proceeds Obligations of such Accounts Borrowers and therefore shall not, however, constitute payment or liquidation the property of such Accounts until Agent and Lenders to the Collateral Agent as agent for extent of the Secured Parties shall receive good funds for such proceedsthen outstanding Obligations of Borrowers. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with instruct the Collateral Agent’s normal availability schedule, but in doing so depository banks at which 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 right it may have Blocked Accounts are maintained to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to apply transfer the funds on deposit in the Collateral Reserve 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 against 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 an amount equal to twelve and one-half (12.5%) percent of the Obligations in such order of application as is required by the Credit AgreementMaximum Credit.

Collection of Accounts. The Debtor shallLender or its designee may, upon at any time, with or without notice to Borrower, notify customers or Account debtors that the Accounts have been assigned to Lender, and that Lender has a security interest in them and collect the Accounts directly, and add the collection costs and expenses to the Obligations, but, unless and until Lender does so or gives Borrower other written instructions, Borrower shall notify all Account debtors to remit payments on Accounts by check to Lender’s lockbox to be designated by Lender. Any wire transfers or ACH electronic payments shall be sent directly into Lender’s blocked account. All such payments remitted to the lockbox shall be credited to a deposit account of Lender and into which account remittances from account debtors of other clients of Lender may be credited. If notwithstanding said notice Borrower obtains payment on any Account, Borrower shall receive all payments on Accounts and other proceeds, including cash, of Collateral in trust for Lender and immediately deposit said payments into Lender’s blocked account, with any necessary endorsements and remit copies of said payments to Lender via electronic mail. Any credit card payments obtained by Borrower on Accounts shall be remitted to Lender on the day of receipt of such credit card payment, by depositing an exchange check into Lender’s blocked account. Notwithstanding the foregoing, on or before January 31, 2011, Lender shall use its good faith commercially reasonable efforts to establish a separate deposit account (“Lender’s Deposit Account”) under Lender’s exclusive dominion and control. No funds of Lender or any other person shall be held in the Lender’s Deposit Account or commingled in any way with the funds held therein. Once the Lender’s Deposit Account has been established, all checks, drafts, cash, checks received in the lockbox and other remittances in payment of all wire transfers or on account of the Accounts, cause the same to ACH electronic payments shall be deposited in the Collateral Reserve Lender’s Deposit Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit Agreement.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct 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. Borrower shall deliver, or cause to be delivered to Lender, a 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 Lender may become bank's customer with respect to the Blocked Accounts and promptly upon Lender's request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. (b) Lender 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 Lender until such time as Lender shall notify the depository bank otherwise. Without limiting any other rights or remedies of Lender, Lender may, at its option, 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 Lender Payment Account at any time that either: (i) a Default or an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $5,000,000. Lender shall send to Borrower a copy of any such written instruction sent by Lender to the depository bank promptly thereafter. In the event that at any time after Lender has instructed such depository banks to transfer such funds to the Lender 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 the period of thirty (30) consecutive days immediately prior to the date of the receipt by Lender of Borrower's written request that Lender instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrower as Borrower may specify in writing to Lender, Lender shall so instruct such depository banks (so long as such conditions do not exist or have not occurred and are continuing as of the date of such instructions by Lender to such depository banks) until such time as Lender is entitled to notify and shall notify the depository banks otherwise as provided above. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (c) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations two (2) Business Days following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan 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 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 Lender in accordance with its customary practice. (d) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, 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 and shall immediately upon receipt of all checks, drafts, cash, and other remittances in payment of thereof deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender at any time that Lender has notified the depository banks at which the Blocked Accounts are maintained to transfer funds in the Blocked Accounts to the Lender Payment Account. The remittance In no event shall the same be commingled with Borrower's own funds at any time that Lender has notified the depository banks at which the Blocked Accounts are maintained to transfer funds in the Blocked Accounts to the Lender Payment Account. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the proceeds Blocked Accounts arising out of Lender's payments to or indemnification of such Accounts shall not, however, constitute payment bank or liquidation person. The obligation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds Borrower to reimburse Lender for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor (a) Borrower and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower and Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments constituting proceeds of 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. Borrower and Guarantors shall deliver, or cause to be delivered to 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 Lender may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Lender's request, Borrower and each Guarantor shall execute and deliver such agreements and documents as Lender may require in connection therewith. Lender 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 Lender Payment Account at any time upon and after the occurrence of a Cash Dominion Event (and until the occurrence of a Cash Dominion Reversion Date) Borrower and each Guarantor agrees that at all times that Lender shall have notified any depository bank to transfer funds from the Blocked Accounts, all payments made to such Blocked Accounts or other funds received and collected by Lender shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of 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 each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the 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 date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and each Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Lender, receive, as the property of Lender, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Blocked Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Section 6.3(a) hereof, or at all times during a Cash Dominion Event remit the Collateral Agent’s normal availability schedulesame or cause the same to be remitted, but in doing so kind, to Lender. In no event during a Cash Dominion Event shall the Collateral Agent same be commingled with Borrower's or Guarantor's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is not agreeing that such funds have in fact been paidestablished or any other bank, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed financial institution or other person involved in the Collateral Reserve Account shall be held by transfer of funds to or from the Collateral Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form receivedBlocked Accounts arising out of Lender's payments to or indemnification of such bank, 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash financial institution or other remittances 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 Accountperson. The Collateral Agent as agent obligations of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the Secured Parties shall have the right, upon the occurrence and during the continuance termination of any Default or Event of Default, to apply the funds on deposit in the Collateral Reserve Account against the Obligations in such order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral unless otherwise directed by 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 Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon following the occurrence and during the continuance continuation of any an Event of Default under either of the Bank Agreement or the Met Life Agreement (as "Event of Default" is defined in those respective agreements), collect all of Debtor's Receivables. With respect to apply any Receivables collected by the funds on deposit Agent, Debtor authorizes Agent to indorse the name of Debtor upon any checks or other items received in payment of any Receivable and to do any and all things necessary in order to reduce the Collateral Reserve Account against same to money. All amounts received by Agent representing payment of Receivables may be applied by Agent to the payment of the Obligations in such order of application preference as is required Agent may determine, or Agent may, at its option, impound all or any portion of such amounts and retain said amounts as security for the payment of the Obligations, with the right on the part of Debtor, upon approval by Agent, to obtain the Credit release of all or part of such impounded amounts. Agent may, however, at any time, apply all or any part of such impounded amounts as aforesaid. If so directed by Agent following the occurrence and during the continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement, Debtor shall hold all payments of any Receivable in trust for Agent and shall forthwith deliver the same to Agent in the form received by Debtor without commingling with any funds of Debtor. Debtor also authorizes Agent at any time following the occurrence and during the continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement, without notice, to appropriate and apply any balances, credits, property, deposits, accounts or money of or owing to Debtor in Agent's possession, custody or control to the payment of any of the Obligations. Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the reasonable judgment of Agent be necessary or desirable to evidence, validate and perfect the security interest of Agent in the Receivables. Following the occurrence and during the continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement, Agent shall have the right to notify any persons or entities owing any Receivables and to demand and receive payment, but Agent shall have no duty so to do. Upon request of Agent following the occurrence and during the continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement, Debtor shall notify such account debtors and shall indicate on all invoices to such account debtors that the accounts are payable to Agent.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, lockboxes and related blocked accounts with such banks as are acceptable to Agent in good faith (such account or accounts being referred to herein, collectively, as the “Blocked Accounts”, and individually as a “Blocked Account”). Borrowers shall promptly deposit and direct 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 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(d) hereof. Promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to any Blocked Account or other funds received and collected by Agent or any Lender 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 Agent and Lenders in respect of the Obligations of Borrowers and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations 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 Debtor 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 such Borrower, such payments will be applied (conditional upon final collection) to the Obligations of the applicable Borrower on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the 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 following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan 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. (d) Subject to Section 6.3(b) above, each Borrower and its Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with such Borrower’s own funds. Borrowers agree to reimburse Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established for it or any other bank or person involved in the transfer of funds to or from its Blocked Accounts arising out of payments by Agent or any Lender to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrower to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Bank hereby authorizes the Debtor shallto collect all Accounts from the Account Debtors. The Proceeds of Accounts so collected by the Debtor shall be received and held by the Debtor in trust for the Bank. Unless otherwise agreed by the Bank, upon but only in the event Debtor is in default under the Line of Credit Agreement, the Term Loan Agreement, this Agreement or any other loan agreement or loan document with Bank, the Debtor shall deliver to the Bank within one day of the receipt thereof by the Debtor all Proceeds in the form of all cash, checks, drafts, cash, notes and other remittances received in payment of or on account of any of the Debtor's Accounts, cause the same to . Such Proceeds shall be deposited in a special non-interest bearing bank account (the "Cash Collateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 ") maintained with the Collateral Agent’s normal availability schedule, but in doing so Bank over which the Collateral Agent is not agreeing that such funds Bank alone shall have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back itemspower of withdrawal. 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 All Proceeds other than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtor where when necessary to permit collection of the 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 deposit, the The Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances Proceeds with any of the Debtor's other funds or other property of the Debtor but will hold them separate and apart therefrom, from any other funds or property and upon an express trust for the Collateral Agent Bank until deposit thereof is made in the Cash Collateral Reserve Account. The Collateral Agent as agent for Periodically, at the Secured Parties shall have Bank's discretion, the right, upon Bank will apply all or any part of the occurrence and during the continuance collected Proceeds of any Default or Event of Default, to apply the funds Accounts on deposit in the Cash Collateral Reserve Account against to the Obligations payment in full or in part of such of the Liabilities and in such order as the Bank may elect. The authority hereby given to the Debtor to collect the Proceeds of application as is required Accounts in trust for the Bank may be terminated by the Bank at any time. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the collection of any Account, and to do all acts and things necessary or incidental thereto. The Debtor hereby ratifies all that the Bank shall do by virtue hereof. The Bank may at any time, without notice to the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request the Debtor shall so notify Account Debtors and shall indicate on all ▇▇▇▇▇▇▇▇ to Account Debtors that payments thereon are to be made to the Bank. Without the written consent of the Bank, the Debtor shall not compromise, discharge, extend the time for payment of or otherwise grant any indulgence or allowance with respect to any Account. Notwithstanding anything in this paragraph to the contrary, the rights of Bank under this paragraph shall arise only in the event Debtor is in default under the Line of Credit Agreement, the Term Loan Agreement or any other loan agreement or loan document with Bank.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are reasonably acceptable to Agent into which Borrower shall promptly deposit and direct 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. Promptly upon Agent's request, Borrower shall, subject to the Intercreditor Agreement, deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.3 hereof or at any time and from time to time Agent may become bank's customer with respect to the Blocked Accounts and shall execute and deliver such agreements or documents as Agent may require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and shall be subject to the terms and conditions of the Intercreditor Agreement. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and its Subsidiaries shall, subject to the terms and conditions contained herein and in the Intercreditor Agreement, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent within five (5) days after demand by Agent for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrower to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shall(a) To expedite collection, upon receipt Borrower shall endeavor in the first instance to make collection of all checks, drafts, cash, and other its Accounts for Agent. All remittances in payment of or received by Borrower on account of Accounts shall be held as Agent's property by Borrower as trustee of an express trust for Agent's benefit and Borrower shall immediately deposit same in the AccountsDominion Account. Agent shall have the right at any time after the occurrence of an Event of Default to notify Account Debtors that Accounts have been assigned to Agent and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower. Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. (b) Borrower shall deposit all proceeds of the Collateral, other than receipts for the sale of Property held by third parties as reserves for like/kind exchanges, or cause the same to be deposited in the Collateral Reserve Accountkind in a Dominion Account pursuant to a lockbox arrangement with such banks as may be selected by Borrower and be acceptable to Agent. The remittance of the proceeds of such Accounts Borrower shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have issue to 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 deposit, the Debtor agrees that it will not commingle any such checksbank, drafts, cash an irrevocable letter of instruction directing such banks to deposit all payments or other remittances with any received in the lockbox to the Dominion Account for application on account of the Obligations. All funds or other deposited in the Dominion Account shall immediately become the property of Agent and Borrower shall obtain 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of agreement by such banks to waive any Default or Event of Default, to apply offset rights against the funds on deposit in the Collateral Reserve Account against the Obligations in so deposited. Agent assumes no responsibility for such order lockbox arrangement, including, without limitation, any claim of application as is required accord and satisfaction or release with respect to deposits accepted by the Credit Agreementany bank thereunder.

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, the Blocked Accounts, as well as lockboxes and related lockbox accounts (the "Lockbox Accounts") with such banks as are acceptable to 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 Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account or Lockbox Account is maintained as provided in Section 5.2 hereof, and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Any available funds in the Lockbox Accounts will be transferred to the Blocked Accounts, and any available funds in the Blocked Accounts will be transferred by Agent to the Agent Payment Account but only to the extent of, and only for application to, the outstanding Revolving Loans and any other Obligations then due and payable. Agent shall, upon the request of Administrative Borrower or any Borrower from time to time, authorize the transfer of any remaining available funds in the Blocked Accounts to such bank account as Administrative Borrower or such Borrower specifies to Agent, but only so long as no Event of Default has occurred and is continuing and such transfer will not result in the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations exceeding the Borrowing Base. Agent shall also, upon the request of Administrative Borrower or any Borrower from time to time, authorize the transfer of any remaining available funds in the Blocked Accounts to the Blocked Securities Account so long as no Event of Default has occurred and is continuing. (b) For purposes of calculating the amount of the Loans and Letters of Credit available to each Borrower, payments to Agent will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the 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 all immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, draftsnotes, cashdrafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve Lockbox Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's or Guarantor's own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Lockbox Account or any 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 or Lockbox Accounts arising out of Agent's payments to or indemnification of such bank, financial institution or other person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor shall(a) Borrowers and Guarantors shall establish and maintain, upon receipt at their expense, lockboxes and related blocked accounts (in either case, "Blocked Accounts"), with such banks as are reasonably acceptable to 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 all checksInventory or other Collateral in the identical form in which such payments are made, drafts, whether by cash, check or other manner. Borrowers and Guarantors shall deliver, or cause to be delivered, to 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. The Subsidiary Collection Accounts shall be the Blocked Accounts to which Guarantors shall deposit and direct their respective account debtors and other remittances obligors to directly remit such payments as provided above. The amounts received in payment the lockboxes of or on account of the Accounts, cause the same to each Guarantor shall be deposited in the Collateral Reserve AccountSubsidiary Collection Accounts of such Guarantor and then as available transferred to the Concentration Account each Business Day. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the 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 Collateral Agent’s 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 right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Concentration Account shall be held by the Collateral Agent Blocked Account to which US Borrower shall deposit and direct its account debtors and other obligors to directly remit such payments as agent for provided above. The amounts received in the Secured Parties as security for the Secured Obligations. These proceeds lockbox of a Canadian Borrower shall be deposited in precisely a Blocked Account held in the form receivedname 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, except for or the endorsement of the Debtor where necessary available funds from time to permit collection of itemstime on deposit therein will be transferred, which endorsement the Debtor agrees each Business Day (or as to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any Subsidiary Collection Account until the balance of available funds or other property of therein is more than $25,000 then once each week) only to 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 Concentration Account. The Collateral Agent as agent Deposit Account Control Agreement of US Borrower with respect to the Concentration Account and all other Deposit Account Control Agreements with any US Company shall provide that the items received for deposit therein, or the Secured Parties shall have the rightavailable funds from time to time on deposit therein, will be transferred, upon written notice from Agent, only to the occurrence and during Agent Payment Account. The Deposit Account Control Agreements with the continuance depository banks at which the Blocked Accounts of any Default the Canadian Borrowers are maintained shall provide that the items received for deposit therein, or Event of Defaultthe available funds from time to time on deposit therein, will be transferred, upon written notice from Agent, to apply the Canadian Lender Payment Account. Until such time as Agent shall notify the depository bank at which the Concentration Account is maintained otherwise, such depository bank shall transfer the funds on deposit in the Blocked Accounts to such operating bank account of the applicable Borrower or Guarantor as US Borrower shall specify in writing to 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 either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) the aggregate amount of the Excess Availability of Borrowers shall be less than $25,000,000. 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), 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 not less than thirty (30) consecutive days, upon US Borrower's written request, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating bank account of the applicable Borrower or Guarantor as US Borrower may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Each Borrower and Guarantor agrees that, on and after the time that Agent has instructed the depository banks to transfer such funds to the Agent Payment Account or 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 Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral Reserve Account against or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (c) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by 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 order payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. (d) Each Borrower and Guarantor shall deposit or cause to be deposited in the Blocked Accounts, or remit or cause to be remitted, in kind, to Agent any monies, checks, notes, drafts or any other payment relating to and/or proceeds of application Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof. In no event shall the same be commingled with any Borrower's or Guarantor's own funds 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 or Canadian Lender Payment Account, as the case may be. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is required by established or any other bank or person involved in the Credit transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Debtor shall(a) Borrower shall establish and maintain, upon receipt at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are reasonably acceptable to Agent into which Borrower and each Restricted Subsidiary shall promptly deposit all payments on Receivables and all payments constituting proceeds of all checksInventory or other Collateral in the identical form in which such payments are made, drafts, whether by cash, check or other manner. Borrower shall deliver and shall cause each Restricted Subsidiary to deliver, or cause to be delivered to 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 Agent may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, Borrower shall execute and deliver and shall cause each Restricted Subsidiary to delivery such agreements or documents as Agent may require in connection therewith. Unless and until a Trigger Event exists, Agent shall permit such banks maintaining such Blocked Accounts to remit amounts deposited therein to the 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 portion of the payments made to such Blocked Accounts or other remittances funds received and collected by Agent, whether in payment respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent 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 Borrower, such payments on account of the AccountsRevolving Loans pursuant to Section 6.4 hereof will be applied (conditional upon final collection) to the Revolving Loans on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Revolving Loans, such payments or other funds received will be applied (conditional upon final collection) to the Revolving Loans the next Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrower to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers shall promptly deposit and direct their 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 Agent a Deposit Account Control Agreement in form and substance satisfactory to Agent, 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 Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Prior to the occurrence of a Cash Dominion Trigger Date, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use the funds therein for working capital and general corporate purposes to the extent permitted herein. Upon the occurrence of a Cash Dominion Trigger Date, (i) each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the Obligations and shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and (ii) the Agent may disregard Borrowers' instructions with respect to the Blocked Accounts, exercise exclusive dominion and control over the Blocked Accounts, and apply funds deposited therein as directed by the Required Lenders or as otherwise provided herein. Agent's rights to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until such time (if any) as Agent has confirmed that (i) no Event of Default then exists and (ii) Borrowers have maintained Excess Availability of at least $5,000,000 for 60 consecutive days. (b) Each Borrower and all of such Borrower's shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or Person. The remittance obligation of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrowers to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.

Collection of Accounts. The Debtor (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are selected by Borrower and reasonably acceptable to Agent into which Borrower shall promptly deposit and direct 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. Borrower shall deliver, or cause to be delivered to Agent a 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 Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrower shall execute and deliver such agreements and documents as Agent may require in connection therewith. 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 may, at its option, 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 Agent Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $20,000,000. 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 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 THIRTY (30) CONSECUTIVE DAYS, UPON BORROWER'S WRITTEN REQUEST RECEIVED BY AGENT WITHIN FIVE (5) BUSINESS DAYS AFTER THE END OF SUCH THIRTY (30) DAY PERIOD, AGENT SHALL INSTRUCT SUCH DEPOSITORY BANKS TO TRANSFER THE FUNDS ON DEPOSIT IN SUCH ACCOUNTS TO SUCH OPERATING DEPOSIT ACCOUNT OF BORROWER AS BORROWER MAY SPECIFY IN WRITING TO AGENT UNTIL SUCH TIME AS AGENT IS ENTITLED TO NOTIFY AND SHALL NOTIFY THE DEPOSITORY BANK OTHERWISE AS PROVIDED ABOVE. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by 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 Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, 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 and immediately upon receipt of all checksthereof, drafts, cash, and other remittances in payment of shall deposit or on account of the Accounts, cause the same to be deposited in the Collateral Reserve AccountBlocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The remittance obligations of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Borrower to reimburse Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes amounts pursuant to this Section 6.3 shall survive the termination of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 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 right it may have to 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 deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances 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 Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and 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 order of application as is required by the Credit this Agreement.