Common use of Bank Accounts; Collection of Accounts and Payments Clause in Contracts

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured Party, the Debtor agrees to enter into a deposit account control agreement (“Deposit Account Control Agreement”), in a form specified by Secured Party, with each financial institution with which the Debtor maintains from time to time any Deposit Account. The Debtor shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party and the Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “Blocked Accounts”) in the Debtor’s name with such banks as are acceptable to Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form specified by Secured Party, to which Account Debtors shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence of an Event of Default, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “Depository Account”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to be transferred to the Depository Account on a daily basis. Subject to the foregoing, the Debtor hereby agrees that all payments received by Secured Party, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Secured Party and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured Party. The Debtor, and any of its Affiliates, employees, agents, Secured Party and other Persons acting for or in concert with the Debtor shall, acting as trustee for Secured Party, receive, as the sole and exclusive property of Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor or any Affiliates or employees, agents, or other Persons acting for or in concert with the Debtor, and immediately upon receipt thereof, the Debtor or such Persons shall deposit the same or cause the same to be deposited in kind, in such Blocked Account.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyBorrower hereby grants, collaterally assigns, transfers, pledges and sets over unto Agent, for the Debtor agrees benefit of Agent and the Lenders, all of Borrower's right, title and interest in and to enter into a deposit account control agreement (“Deposit Account Control Agreement”), in a form specified by Secured Party, all accounts with each financial institution with which Borrower maintains, from time to time, any deposit accounts (general or special), and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the Debtor maintains possession of such financial institutions, and, except as otherwise expressly permitted under the Credit Agreement, each such financial institution shall act as agent and pledgee-in-possession for Agent in connection therewith. Upon the request of Agent from time to time any Deposit Account. The Debtor during the occurrence of an Event of Default, Borrower shall not promptly establish any such Deposit Account with any financial institution unless prior thereto Secured Party and the Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, lock box or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s Borrower's name with such banks as are acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a the form specified by Secured Partyof Exhibit D hereto, to which Account Debtors the obligors on all Accounts shall directly remit all payments on Accounts and in which the Debtor Borrower will immediately deposit all cash payments for Inventory received from obligors in the Media Portfolio or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and the Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor Agent shall cause each Collecting Bank, notify Borrower of the location of any such accounts that Agent may establish pursuant to the preceding sentence. Without limitation of the terms and provisions of the Assignment of Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any Collecting Bank of written notice from Agent to such Collecting Bank that an agreement in form and substance satisfactory to Secured PartyEvent of Default has occurred, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall, at the request of Agent be transferred to the Depository Account on a daily basisfor application by Agent to satisfy the Obligations; provided that, prior to such Collecting Bank's receipt of such notice, such amounts shall be automatically transferred to Borrower's operating account for unrestricted use by Borrower, provided that any such use is not prohibited by the Credit Agreement. Subject to the foregoing, the Debtor Borrower hereby agrees that all payments received by Secured PartyAgent or any Lender, whether by cash, check, wire transfer or any other instrument, whether made to such Blocked Accounts or otherwise received by Secured Party Agent or any Lender and whether representing payments on the Accounts Accounts, the loans in the Media Portfolio or as proceeds of other Collateral or otherwise Collateral, will be the sole and exclusive property of Secured PartyLenders. The DebtorDuring an Event of Default, Borrower, and any of its Affiliates, employees, agents, Secured Party and agents or other Persons acting for or in concert with the Debtor Borrower, shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting representing proceeds of Accounts Accounts, the loans in the Media Portfolio or other Collateral which come into the possession or under the control of the Debtor Borrower or any Affiliates or Affiliates, employees, agents, agents or other Persons acting for or in concert with the DebtorBorrower, and immediately upon receipt thereof, the Debtor Borrower or such Persons shall deposit the same or cause the same to be deposited deposited, in kind, in such a Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's Depository Account or the Blocked Accounts or otherwise received by Agent in excess of the Secured Obligations then due and payable shall be the property of Borrower and shall promptly be paid over to Borrower.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyLender, the Debtor each Grantor agrees to enter into a deposit account control agreement (“Deposit Account Control Agreement”"DEPOSIT ACCOUNT CONTROL AGREEMENT"), in a form specified by Secured PartyLender, with each financial institution with which the Debtor such Grantor maintains from time to time any Deposit Account. The Debtor No Grantor shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party Lender and the Debtor such Grantor shall have entered into a Deposit Account and Control Agreement with such financial institution, or unless Secured Party Lender shall have waived such requirement. Each Deposit Account Control Agreement shall provide, among other things, that the financial institution maintaining the Deposit Account will waive certain rights of setoff and will, from and after receipt by such financial institution of written notice from Lender that a Default has occurred and is continuing, transfer all amounts held by such financial institution on behalf of such Grantor, as Lender may direct. Upon request by Secured PartyLender, the Debtor each Grantor agrees to establish lock-box and blocked accounts (collectively, “Blocked Accounts”"BLOCKED ACCOUNTS") in the Debtor’s such Grantor's name with such banks as are acceptable to Secured Party Lender (“Collecting Banks”"COLLECTING BANKS"), subject to irrevocable instructions in a form specified by Secured PartyLender, to which Account Debtors shall directly remit all payments on Accounts and in which the Debtor such Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence of an Event of Default, Secured Party Lender may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Lender or the Debtor a Grantor as customer (collectively, the “Depository Account”"DEPOSITORY ACCOUNT"). The Debtor Each Grantor shall cause each Collecting Bank, pursuant to an agreement in form and substance reasonably satisfactory to Secured PartyLender, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to be transferred to the Depository Account on a daily basis. Subject to the foregoing, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Secured Party Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLender. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party Lender and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyLender, receive, as the sole and exclusive property of Secured PartyLender, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or employees, agents, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in such a Blocked Account.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyPrior to the Discharge of Senior Lender Claims, the Debtor agrees each Grantor shall use its commercially reasonable efforts to enter into a deposit account control agreement (“with each bank or financial institution holding a Deposit Account Control Agreement”)(other than a payroll account which is a zero balance account) for such Grantor establishing the Collateral Agent’s control within the meaning of Section 9-104 of the Code if such an agreement has been established for the benefit of the Agent and the Lenders. Following the Discharge of Senior Lender Claims, in a form specified by Secured Party, with each financial institution with which the Debtor maintains from time to time no Grantor shall establish any Deposit Account. The Debtor shall not establish any such Deposit Account (other than a payroll account which is a zero balance account) with any bank or financial institution unless prior thereto Secured Party Collateral Agent and the Debtor such Grantor shall have entered into a Deposit Account and Control Agreement control agreement satisfactory to Collateral Agent with such bank or financial institution. For the avoidance of doubt, or unless Secured Party no Grantor shall have waived such requirement. Upon request by Secured Party, be obligated to enter into a lockbox agreement for the Debtor agrees to establish lock-box and blocked accounts (collectively, “Blocked Accounts”) in the Debtor’s name with such banks as are acceptable to Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form specified by Secured Party, to which Account Debtors shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds benefit of Collateral Agent, and any lockbox agreement of Grantor existing in favor of Agent shall not be for the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence benefit of an Event of Default, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “Depository Account”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to be transferred to the Depository Account on a daily basisCollateral Agent. Subject to the foregoingforegoing and the terms of the Intercreditor Agreement, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Collateral Agent whether by cash, check, wire transfer or any other instrument, made to such Blocked Deposit Accounts or otherwise received by Secured Party Collateral Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyNoteholders. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyCollateral Agent, receive, as the sole and exclusive property of Secured PartyCollateral Agent, Trustee and Noteholders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Deposit Account or other account subject to a blocked account, lockbox or similar agreement satisfactory to Collateral Agent. Following the Discharge of Senior Lender Claims, each Grantor shall close each of its Deposit Accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Collateral Agent that the creditworthiness of such Blocked Accountfinancial institution or any of its affiliates is no longer acceptable to Collateral Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any blocked account, lockbox or similar agreement of such financial institution is no longer acceptable in Collateral Agent’s reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyOn or prior to the Closing Date, the Agent and Debtor agrees to shall enter into a deposit account control agreement (“an Assignment of Deposit Account Control Agreement”), in a form specified by Secured Party, Accounts and Bank Agency Agreement with each financial institution with which the Debtor maintains from time to time any deposit accounts (general or special). Pursuant to the Assignment of Deposit AccountAccounts and Bank Agency Agreement(s) and pursuant hereto, Debtor grants, sells, conveys, assigns, transfers, pledges and sets over unto Agent, for the benefit of Agent and the Lenders, all of Debtor's right, title and interest in and to such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as agent and pledgee-in-possession for Agent in connection therewith. The Following the Closing Date, Debtor shall not establish any such Deposit Account deposit account with any financial institution unless prior thereto Secured Party and except in accordance with the terms of the Credit Agreement. Upon the request of Agent from time to time after the occurrence of an Event of Default, Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, promptly establish lock box or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s 's name with such banks as are acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a the form specified by Secured Partyof EXHIBIT D hereto, to which Account Debtors the obligors on all Accounts shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and the Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor shall cause each Without limitation of the terms and provisions of the Assignment of Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisAccount; provided that, prior to such Collecting Bank's receipt of such notice, such amounts shall be automatically transferred to Debtor's operating account for unrestricted use by Debtor, provided that any such use is not prohibited by the Credit Agreement. Subject to the foregoing, the Debtor hereby agrees that all payments received by Secured PartyAgent or any Lender, whether by cash, check, wire transfer or any other instrument, whether made to such Blocked Accounts or otherwise received by Secured Party Agent or any Lender and whether representing payments on the Accounts or as proceeds of other Collateral or otherwise Collateral, will be the sole and exclusive property of Secured PartyLenders. The Debtor, and any of its Affiliates, employees, agents, Secured Party and agents or other Persons acting for or in concert with the Debtor Debtor, shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting representing proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor or any Affiliates or Affiliates, employees, agents, agents or other Persons acting for or in concert with the Debtor, and immediately upon receipt thereof, the Debtor or such Persons shall deposit the same or cause the same to be deposited deposited, in kind, in such a Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's Depository Account or the Blocked Accounts or otherwise received by Agent in excess of the Secured Obligations then due and payable shall be the property of Debtor and shall promptly be paid over to Debtor.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyDebtor shall, as soon as practicable but in any event no later than 45 days after the Debtor agrees to date of this Agreement, enter into a deposit account bank agency and control agreement (“Deposit Account "Bank Agency and Control Agreement”"), in a form specified by Secured Partythe Investor, which will state, among other things, that in no event will the Investor prohibit Debtor access to its Deposit Accounts unless an Event of Default of the type described in subsections (1) and (2) of the definition of Event of Default has occurred, with each financial institution with which the Debtor maintains from time to time any Deposit AccountAccounts. The Debtor hereby grants to the Investor, for its benefit, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Investor's agent in connection therewith. Debtor shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party the Investor and the Debtor shall have entered into a Deposit Account Bank Agency and Control Agreement with such financial institution, or unless Secured Party shall have waived such requirement. Upon the occurrence and during the continuance of an Event of Default described in Subsections (1) or (2) of the definition of Event of Default, and upon request by Secured Partythe Investor, the Debtor agrees to shall establish lock-box and or blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s 's name with such banks as are acceptable to Secured Party the Investor (“"Collecting Banks”"), subject to irrevocable instructions in a form specified by Secured Partythe Investor ("Blocked Account and Control Agreement"), to which Account Debtors the obligors of all Accounts shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence of an Event of Default, Secured Party Investor may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party the Investor or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor shall cause each From and after receipt by any Collecting BankBank of written notice from the Investor to such Collecting Bank that an Event of Default, pursuant to an agreement of the type described in form subsections (1) or (2) of the definition of Event of Default, has occurred and substance satisfactory to Secured Partyis continuing, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisAccount. Subject to the foregoing, the Debtor hereby agrees that all payments received by Secured Party, the Investor whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Secured Party the Investor and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured Partythe Investor. The Debtor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor shall, acting as trustee for Secured Partythe Investor, receive, as the sole and exclusive property of Secured PartyInvestor, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtor, and immediately upon receipt thereof, the Debtor or such Persons shall deposit the same or cause the same to be deposited in kind, in such a Blocked Account.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured Party, the Debtor agrees to Each Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account "Bank Agency and Control Agreement”"), in a form reasonably specified by Secured PartyAgent, with each financial institution with which the Debtor such Grantor maintains from time to time any Deposit Account. The Debtor Each Bank Agency and Control Agreement shall not provide, among other things, that (a) all items of payment deposited in each Deposit Account subject thereto shall be held by the applicable financial institution as Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b) the financial institution executing such agreement has no rights of offset or recoupment of any other claim against any Deposit Account subject thereto, as the case may be, other than for payment of its services and other charges directly related to the administration of each such Deposit Account and for returned checks or other items of payment, and (c) to the extent provided below upon the occurrence and during the continuance of an Event of Default, the financial institution, upon instruction from Agent, will transfer all amounts held or deposited from time to time in any such Deposit Account as Agent may so direct. Each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as Agent's agent in connection therewith. None of the Grantors shall establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor applicable Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement with such financial institution. At the request of Agent, each Grantor shall establish lockbox or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s such Grantor's name with such banks as are reasonably acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a form specified by Secured Party, Bank Agency and Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which the Debtor such Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Agent or the Debtor any one or more Grantors as customer (collectively, the “Depository Account”"Concentration Accounts"). The Debtor shall cause each From and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisbasis to Agent (as Agent may direct) or any of the Concentration Accounts. Subject to the foregoing, the Debtor Each Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be applied by Agent to the sole Obligations then due and exclusive property of Secured Partypayable (whether by acceleration or otherwise) as provided in the Credit Agreement. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor any Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured Party, receive any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorany Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account or other account subject to a Bank Agency and Control Agreement. If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration Account all amounts held or deposited in the Blocked Accounts held by such Blocked AccountCollecting Bank, no Grantor shall and no Grantor shall permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and amounts necessary to meet minimum balance requirements. Each Grantor shall close each of its accounts (and promptly establish replacement accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent in Agent's reasonable judgment, or that the operating performance, funds transfer or availability procedures or performance with respect to any Bank Agency and Control Agreement of such financial institution is no longer acceptable in Agent's reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured Party, the Debtor agrees to Each Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account Bank Agency and Control Agreement”), in a form specified by Secured Partyreasonably acceptable to Agent, with each financial institution with which the Debtor each Grantor maintains from time to time any Deposit AccountAccount (other than Excluded Accounts). The Debtor Each Bank Agency and Control Agreement shall not provide, among other things, that (a) all items of payment deposited in each Deposit Account subject thereto shall be held by the applicable financial institution as Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b) the financial institution executing such agreement has no rights of offset or recoupment of any other claim against any Deposit Account subject thereto, as the case may be, other than for payment of its services and other charges directly related to the administration of each such Deposit Account and for returned checks or other items of payment, and (c) to the extent provided below, the financial institution will transfer all amounts held or deposited from time to time in any such Deposit Account as Agent may so direct. Each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a continuing lien upon, and security interest in, all such Deposit Accounts and all funds at any time paid, deposited, credited or held in such Deposit Accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as Agent’s agent in connection therewith. No Grantor shall establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor such Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement reasonably satisfactory to Agent with such financial institutioninstitution and, or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “Blocked Accounts”) in the Debtor’s name with such banks as are acceptable to Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form specified by Secured Party, to which Account Debtors shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence of an Event of Default, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “Depository Account”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to be transferred prior to the Depository Account on a daily basis. Subject to the foregoingFirst Lien Loan Termination Date, the Debtor hereby agrees that all payments received by Secured Party, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Secured Party and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured Party. The Debtor, and any of its Affiliates, employees, agents, Secured Party and other Persons acting for or in concert with the Debtor shall, acting as trustee for Secured Party, receive, as the sole and exclusive property of Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor or any Affiliates or employees, agents, or other Persons acting for or in concert with the Debtor, and immediately upon receipt thereof, the Debtor or such Persons shall deposit the same or cause the same to be deposited in kind, in such Blocked AccountFirst Lien Agent.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyWithin the time periods specified in the Credit Agreement, the Debtor agrees to each Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account "Bank Agency and Control Agreement”"), in a form specified by Secured PartyAgent, with each financial institution with which the Debtor each Grantor maintains from time to time any Deposit Account. The Debtor Each Bank Agency and Control Agreement shall not provide, among other things, that (a) all items of payment deposited in each Deposit Account subject thereto shall be held by the applicable financial institution as Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b) the financial institution executing such agreement has no rights of offset or recoupment of any other claim against any Deposit Account subject thereto, as the case may be, other than for payment of its services and other charges directly related to the administration of each such Deposit Account and for returned checks or other items of payment, and (c) to the extent provided below, the financial institution will transfer all amounts held or deposited from time to time in any such Deposit Account as Agent may so direct. Each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as Agent's agent in connection therewith. No Grantor shall establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor such Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement satisfactory to Agent with such financial institution. To the extent requested by the Agent, or unless Secured Party each Grantor shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box a lockbox account ("Lockbox Account") and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s such Grantor's name with such banks as are reasonably acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a form specified by Secured Party, Bank Agency and Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which the Debtor each Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. All payments received in the lockboxes shall promptly, subject to Section 6.5 of the Credit Agreement, (i) first, be applied to the outstanding Obligations other than Letter of Credit Obligations, until paid in full and (ii) second, following such payment in full, be remitted to the Grantors. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Agent or the Debtor any one or more Grantors as customer (collectively, the “Depository Account”"Concentration Accounts"). The Debtor shall cause each From and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts; provided, that whether or not an Event of Default is continuing all accounts credited to the Lockbox Account shall be transferred to the Depository Account Agent's account on a daily basis. Subject to the foregoing, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts, Lockbox Account or Concentration Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLenders. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account or other account subject to a Bank Agency and Control Agreement. If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration Account all amounts held or deposited in the Blocked Accounts held by such Blocked AccountCollecting Bank, no Grantor shall, and no Grantor shall permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and amounts necessary to meet minimum balance requirements. Each Grantor shall close each of its deposit accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Bank Agency and Control Agreement of such financial institution is no longer acceptable in Agent's reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyWithin the time periods specified in the Credit Agreement, each Grantor shall, in accordance with Section 2.10 of the Debtor agrees to Credit Agreement, enter into a deposit account control blocked account, lockbox or similar agreement (“with each bank or financial institution holding a Deposit Account Control Agreement”), in (other than a form specified by Secured Party, with each financial institution with payroll account which the Debtor maintains from time to time is a zero balance account) for such Grantor. No Grantor shall establish any Deposit Account. The Debtor shall not establish any such Deposit Account (other than a payroll account which is a zero balance account) with any bank or financial institution unless prior thereto Secured Party Agent and the Debtor such Grantor shall have entered into a Deposit Account and Control Agreement blocked account agreement or, if applicable, lockbox or similar agreement, satisfactory to Agent with such bank or financial institution, or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “Blocked Accounts”) in the Debtor’s name with such banks as are acceptable to Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form specified by Secured Party, to which Account Debtors shall directly remit all payments on Accounts and in which the Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon the occurrence of an Event of Default, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “Depository Account”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to be transferred to the Depository Account on a daily basis. Subject to the foregoing, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Deposit Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLenders. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Deposit Account or other account subject to a blocked account, lockbox or similar agreement satisfactory to Agent. Each Grantor shall close each of its Deposit Accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such Blocked Accountfinancial institution or any of its affiliates is no longer acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any blocked account, lockbox or similar agreement of such financial institution is no longer acceptable in Agent’s reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyOn or prior to the Closing Date, the Debtor agrees to Agent and each Borrower shall, at Agent's request, enter into a deposit account control agreement (“an Assignment of Deposit Account Control Agreement”), in a form specified by Secured Party, Accounts and Bank Agency Agreement with each financial institution with which the Debtor such Borrower maintains from time to time any deposit accounts (general or special). Pursuant to the Assignment of Deposit AccountAccounts and Bank Agency Agreement(s) and pursuant hereto, each Borrower grants, sells, conveys, assigns, transfers, pledges and sets over unto Agent, for the benefit of Agent and the Lenders, all of such Borrower's right, title and interest in and to such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as agent and pledgee-in-possession for Agent in connection therewith. The Debtor Following the Closing Date, no Borrower shall not establish any such Deposit Account deposit account with any financial institution unless prior thereto Secured Party and except in accordance with the Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, or unless Secured Party shall have waived such requirementterms of the Credit Agreement. Upon the request by Secured Partyof Agent from time to time after the occurrence and during the continuance of an Event of Default, the Debtor agrees to each Borrower shall promptly establish lock-lock box and or blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s such Borrower's name with such banks as are acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a the form specified by Secured Partyof Exhibit D hereto, to which Account Debtors the obligors on all Accounts shall directly remit all payments on Accounts and in which the Debtor such Borrower will immediately deposit all cash payments made for Inventory or in respect of Accounts or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and the Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor shall cause each Without limitation of the terms and provisions of the Assignment of Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisAccount; provided that, prior to such Collecting Bank's receipt of such notice, such amounts shall be automatically transferred to such Borrower's operating account for unrestricted use by such Borrower, provided that any such use is not prohibited by the Credit Agreement. Subject to the foregoing, the Debtor each Borrower hereby agrees that all payments received by Secured PartyAgent or any Lender, whether by cash, check, wire transfer or any other instrument, whether made to such Blocked Accounts or otherwise received by Secured Party Agent or any Lender and whether representing payments on the Accounts or as proceeds of other Collateral or otherwise Collateral, will be the sole and exclusive property of Secured PartyAgent for the benefit of Lenders. The DebtorEach Borrower, and any of its Affiliates, employees, agents, Secured Party and agents or other Persons acting for or in concert with the Debtor such Borrower, shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting representing proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Borrower or any Affiliates or Affiliates, employees, agents, agents or other Persons acting for or in concert with the Debtorsuch Borrower, and immediately upon receipt thereof, the Debtor such Borrower or such Persons shall deposit the same or cause the same to be deposited deposited, in kind, in such a Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's Depository Account or the Blocked Accounts or otherwise received by Agent in excess of the Secured Obligations then due and payable shall be the property of the relevant Borrower and shall promptly be paid over to such Borrower.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured Party, the Debtor agrees to Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account Bank Agency and Control Agreement”), in a form specified by Secured Partyreasonably acceptable to Agent, with each financial institution with which the Debtor Grantor maintains from time to time any Deposit AccountAccounts. The Debtor Each Bank Agency and Control Agreement shall provide, among other things, that (a) all items of payment deposited in each Deposit Account subject thereto shall be held by the applicable financial institution as Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b) the financial institution executing such agreement has no rights of offset or recoupment of any other claim against any Deposit Account subject thereto, as the case may be, other than for payment of its services and other charges directly related to the administration of each such Deposit Account and for returned checks or other items of payment, (c) to the extent provided below, the financial institution will transfer all amounts held or deposited from time to time in any such Deposit Account as Agent may so direct, and (d) the applicable financial institution will agree in writing to comply with instructions originated by Agent directing disposition of the funds in the Deposit Account without further consent by Grantor. Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as Agent’s agent in connection therewith. Grantor shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement with such financial institution. Except as expressly permitted in writing by Agent, Grantor shall not establish or unless Secured Party maintain any securities account(s), as defined in the Code. Grantor shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and lockbox or blocked accounts (collectively, “Blocked Accounts”) in the DebtorGrantor’s name with such banks as are reasonably acceptable to Secured Party Agent (“Collecting Banks”), subject to irrevocable instructions in a form specified by Secured Party, Bank Agency and Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which the Debtor Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Agent or the Debtor Grantor as customer (collectively, the “Depository AccountConcentration Accounts”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all All amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisbasis to Agent (as Agent may direct) or any of the Concentration Accounts for application by Agent to the Obligations as provided in the Credit Agreement. Subject to the foregoing, the Debtor Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLenders. The DebtorGrantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the DebtorGrantor, and immediately upon receipt thereof, the Debtor Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account or other account subject to a Bank Agency and Control Agreement. If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration Account all amounts held or deposited in the Blocked Accounts held by such Blocked AccountCollecting Bank, Grantor shall not nor shall Grantor permit any Domestic Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and amounts necessary to meet minimum balance requirements. Grantor shall close any of its accounts (and promptly establish replacement accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent in its Permitted Discretion, or that the operating performance, funds transfer or availability procedures or performance with respect to any Bank Agency and Control Agreement of such financial institution is no longer acceptable in Agent’s reasonable judgment. Notwithstanding anything to the contrary contain herein, Grantor shall enter into a Bank Agency and Control Agreement and securities control agreement to evidence certain lockbox arrangements and investment account(s), respectively, on or prior to the date of first funding as provided for in the Credit Agreement.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyOn or prior to the Closing Date, the Debtor agrees to Agent and Borrower shall enter into a deposit account control agreement (“an Assignment of Deposit Account Control Agreement”), in a form specified by Secured Party, Accounts and Bank Agency Agreement with each financial institution with which the Debtor Borrower maintains from time to time any deposit accounts (general or special). Pursuant to the Assignment of Deposit AccountAccounts and Bank Agency Agreement(s) and pursuant hereto, Borrower grants, sells, conveys, assigns, transfers, pledges and sets over unto Agent, for the benefit of Agent and the Lenders, all of Borrower's right, title and interest in and to such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as agent and pledgee-in-possession for Agent in connection therewith. The Debtor Following the Closing Date, Borrower shall not establish any such Deposit Account deposit account with any financial institution unless prior thereto Secured Party and except in accordance with the Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, or unless Secured Party shall have waived such requirementterms of the Credit Agreement. Upon the request by Secured Partyof Agent from time to time after the occurrence of an Event of Default, the Debtor agrees to Borrower shall promptly establish lock-lock box and or blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s Borrower's name with such banks as are acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a the form specified by Secured Partyof EXHIBIT D hereto, to which Account Debtors the obligors on all Accounts shall directly remit all payments on Accounts and in which the Debtor Borrower will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and the Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor shall cause each Without limitation of the terms and provisions of the Assignment of Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisAccount; provided that, prior to such Collecting Bank's receipt of such notice, such amounts shall be automatically transferred to Borrower's operating account for unrestricted use by Borrower, provided that any such use is not prohibited by the Credit Agreement. Subject to the foregoing, the Debtor Borrower hereby agrees that all payments received by Secured PartyAgent or any Lender, whether by cash, check, wire transfer or any other instrument, whether made to such Blocked Accounts or otherwise received by Secured Party Agent or any Lender and whether representing payments on the Accounts or as proceeds of other Collateral or otherwise Collateral, will be the sole and exclusive property of Secured PartyLenders. The DebtorBorrower, and any of its Affiliates, employees, agents, Secured Party and agents or other Persons acting for or in concert with the Debtor Borrower, shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting representing proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor Borrower or any Affiliates or Affiliates, employees, agents, agents or other Persons acting for or in concert with the DebtorBorrower, and immediately upon receipt thereof, the Debtor Borrower or such Persons shall deposit the same or cause the same to be deposited deposited, in kind, in such a Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's Depository Account or the Blocked Accounts or otherwise received by Agent in excess of the Secured Obligations then due and payable shall be the property of Borrower and shall promptly be paid over to Borrower.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyWithin thirty (30) days after the Closing Date, the Debtor agrees to enter into a deposit account control agreement (“Deposit Account Control Agreement”), in a form specified by Secured Party, with each financial institution with which the Debtor maintains from time to time any Deposit Account. The Debtor Grantors shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party and the Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box lockboxes and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s name Grantors' names with such banks ("Collecting Banks") as are reasonably acceptable to Secured Party Agent (“Collecting Banks”), subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in a form specified by Secured Party, agreements among Agent and the applicable Borrowers and Collecting Banks ("Blocked Account Agreements")) to which Account Debtors accounts Grantors shall directly remit all payments on Accounts and in which the Debtor Grantors will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In additionThe Collecting Banks shall acknowledge and agree, upon the occurrence of an Event of Default, Secured Party may establish one or more depository accounts at each Collecting Bank or at in a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “Depository Account”). The Debtor shall cause each Collecting Bank, pursuant to an agreement in form and substance manner reasonably satisfactory to Secured PartyAgent, that all payments made to cause all amounts held or deposited in the Blocked Accounts held by are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts, and that all such payments received will be transferred to Grantor until the Collecting Bank receives written direction from Agent, subject to the immediately succeeding paragraph, that all such payments received will be promptly transferred to the Depository Account on a daily basisAccount. Subject to the foregoing, the Debtor Grantors hereby agrees agree that all payments received by Secured PartyAgent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Secured Party Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyAgent, for the benefit of Lenders. The DebtorGrantors, and any of its their Affiliates, employees, agents, Secured Party and agents or other Persons persons acting for or in concert with the Debtor any Grantor, shall, acting as trustee for Secured PartyAgent, receive, as the sole and exclusive property of Secured PartyAgent, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor any Grantor or any Affiliates or of Grantor's Affiliates, employees, agents, agents or other Persons acting for or in concert with the Debtorany Grantor, and immediately upon receipt thereof, the Debtor Grantors or such Persons shall deposit remit the same or cause the same to be deposited remitted, in kind, in such to the Blocked Accounts. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Depository Account. If an Event of Default shall occur and be continuing, Agent may direct the Collecting Banks to transfer funds from the Blocked Accounts to the Depository Account.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyOn or prior to the Closing Date, the Agent and Debtor agrees to shall enter into a deposit account control agreement (“an Assignment of Deposit Account Control Agreement”), in a form specified by Secured Party, Accounts and Bank Agency Agreement with each financial institution with which the such Debtor maintains from time to time any deposit accounts (general or special). Pursuant to the Assignment of Deposit AccountAccounts and Bank Agency Agreement(s) and pursuant hereto, each Debtor grants, sells, conveys, assigns, transfers, pledges and sets over unto Agent, for the benefit of Agent and the Lenders, all of such Debtor's right, title and interest in and to such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as agent and pledgee-in-possession for Agent in connection therewith. The Following the Closing Date, no Debtor shall not establish any such Deposit Account deposit account with any financial institution unless prior thereto Secured Party except in accordance with the terms of the Credit Agreement. Upon the request of Agent from time to time after the occurrence and during the continuance of an Event of Default, each Debtor shall have entered into a Deposit Account and Control Agreement with such financial institution, promptly establish lock box or unless Secured Party shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box and blocked accounts (collectively, “"Blocked Accounts”") in the such Debtor’s 's name with such banks as are acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a the form specified by Secured Partyof Exhibit D hereto, to which Account Debtors the obligors on all Accounts shall directly remit all payments on Accounts and in which the such Debtor will immediately deposit all cash payments made for Inventory or in respect of Accounts or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and the Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party or the Debtor as customer (collectively, the “"Depository Account”"). The Debtor shall cause each Without limitation of the terms and provisions of the Assignment of Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited in the Blocked Accounts held by such Collecting Bank to shall be transferred to the Depository Account on a daily basisAccount; provided that, prior to such Collecting Bank's receipt of such notice, such amounts shall be automatically transferred to such Debtor's operating account for unrestricted use by such Debtor, provided that any such use is not prohibited by the Credit Agreement. Subject to the foregoing, the each Debtor hereby agrees that all payments received by Secured PartyAgent or any Lender, whether by cash, check, wire transfer or any other instrument, whether made to such Blocked Accounts or otherwise received by Secured Party Agent or any Lender and whether representing payments on the Accounts or as proceeds of other Collateral or otherwise Collateral, will be the sole and exclusive property of Secured PartyLenders. The Each Debtor, and any of its Affiliates, employees, agents, Secured Party and agents or other Persons acting for or in concert with the Debtor such Debtor, shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneysmonies, checks, notes, drafts or any other payments relating to and/or constituting representing proceeds of Accounts or other Collateral which come into the possession or under the control of the such Debtor or any Affiliates or Affiliates, employees, agents, agents or other Persons acting for or in concert with the such Debtor, and immediately upon receipt thereof, the such Debtor or such Persons shall deposit the same or cause the same to be deposited deposited, in kind, in such a Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's Depository Account or the Blocked Accounts or otherwise received by Agent in excess of the Secured Obligations then due and payable shall be the property of the applicable Debtor and shall promptly be paid over to such Debtor.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyWithin the time periods specified in the Credit Agreement, the Debtor agrees to each Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account "Bank Agency and Control Agreement”"), in a form specified by Secured PartyAgent, with each financial institution with which the Debtor each Grantor maintains from time to time any Deposit Account; provided that Grantors will be allowed to maintain up to ten (10) Deposit Accounts, each with a maximum daily balance of $25,000, without entering into a Bank Agency and Control Agreement. The Debtor No Grantor shall not establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor such Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement satisfactory to Agent with such financial institution. To the extent requested by the Agent, or unless Secured Party each Grantor shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box a lockbox account ("Lockbox Account") and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s such Grantor's name with such banks as are reasonably acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a form specified by Secured Party, Bank Agency and Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which the Debtor each Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Agent or the Debtor any one or more Grantors as customer (collectively, the “Depository Account”"Concentration Accounts"). The Debtor shall cause each From and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts; provided, that whether or not an Event of Default is continuing all accounts credited to the Lockbox Account shall be transferred to the Depository Account Agent's account on a daily basis. Subject to the foregoing, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts, Lockbox Account or Concentration Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLenders. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account or other account subject to a Bank Agency and Control Agreement. If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration Account all amounts held or deposited in the Blocked Accounts held by such Blocked AccountCollecting Bank, no Grantor shall, and no Grantor shall permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and amounts necessary to meet minimum balance requirements. Each Grantor shall close each of its deposit accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Bank Agency and Control Agreement of such financial institution is no longer acceptable in Agent's reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon request by Secured PartyWithin the time periods specified in the Credit Agreement, the Debtor agrees to each Grantor shall enter into a deposit account bank agency and control agreement (“Deposit Account "Bank Agency and Control Agreement”"), in a form specified by Secured PartyAgent, with each financial institution with which the Debtor each Grantor maintains from time to time any Deposit Account. The Debtor Each Bank Agency and Control Agreement shall not provide, among other things, that (a) all items of payment deposited in each Deposit Account subject thereto shall be held by the applicable financial institution as Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b) the financial institution executing such agreement has no rights of offset or recoupment of any other claim against any Deposit Account subject thereto, as the case may be, other than for payment of its services and other charges directly related to the administration of each such Deposit Account and for returned checks or other items of payment, and (c) to the extent provided below, the financial institution will transfer all amounts held or deposited from time to time in any such Deposit Account as Agent may so direct. Each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as Agent's agent in connection therewith. No Grantor shall establish any such Deposit Account with any financial institution unless prior thereto Secured Party Agent and the Debtor such Grantor shall have entered into a Deposit Account Bank Agency and Control Agreement satisfactory to Agent with such financial institution. To the extent requested by the Agent, or unless Secured Party each Grantor shall have waived such requirement. Upon request by Secured Party, the Debtor agrees to establish lock-box a lockbox account ("Lockbox Account") and blocked accounts (collectively, “"Blocked Accounts”") in the Debtor’s such Grantor's name with such banks as are reasonably acceptable to Secured Party Agent (“"Collecting Banks”"), subject to irrevocable instructions in a form specified by Secured Party, Bank Agency and Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which the Debtor each Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, upon Agent, for the occurrence benefit of an Event of DefaultAgent and Lenders, Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Secured Party Agent or the Debtor any one or more Grantors as customer (collectively, the “Depository Account”"Concentration Accounts"). The Debtor shall cause each From and after receipt by any Collecting BankBank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing, pursuant to an agreement in form and substance satisfactory to Secured Party, to cause all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts; provided, that whether or not an Event of Default is continuing all accounts credited to the Lockbox Account shall be transferred to the Depository Account Agent's account on a daily basis. Subject to the foregoing, the Debtor each Grantor hereby agrees that all payments received by Secured Party, Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts, Lockbox Account or Concentration Accounts or otherwise received by Secured Party Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Secured PartyLenders. The DebtorEach Grantor, and any of its Affiliates, employees, agents, Secured Party agents and other Persons acting for or in concert with the Debtor such Grantor shall, acting as trustee for Secured PartyAgent and Lenders, receive, as the sole and exclusive property of Secured PartyLenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of the Debtor such Grantor or any Affiliates or Affiliates, employees, agentsagent, or other Persons acting for or in concert with the Debtorsuch Grantor, and immediately upon receipt thereof, the Debtor such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account or other account subject to a Bank Agency and Control Agreement. If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration Account all amounts held or deposited in the Blocked Accounts held by such Blocked AccountCollecting Bank, no Grantor shall, and no Grantor shall permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and amounts necessary to meet minimum balance requirements. Each Grantor shall close each of its deposit accounts (and promptly establish replacement deposit accounts with a financial institution which has executed, or is willing to execute, a Bank Agency and Control Agreement) maintained with any financial institution which is the subject of a notice from Agent that the creditworthiness of such financial institution or any of its affiliates is no longer acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Bank Agency and Control Agreement of such financial institution is no longer acceptable in Agent's reasonable judgment.