Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked AccountsBLOCKED ACCOUNTS") in Borrower's name with such all banks at which it maintains deposit accounts ("Collecting BanksCOLLECTING BANKS") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or checkcash. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes will, at its own cost and blocked accounts expense, cause all payments received by or on behalf of Borrower and the Restricted Subsidiaries on account of Accounts, Inventory and other Collateral and all other payments received by or on behalf of Borrower or any Restricted Subsidiary from whatever source (collectively, "Blocked Accounts") in other than cash needed to operate Borrower's name or any such Restricted Subsidiary's stores in the ordinary course of business consistent with past practice), whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (referred to herein as "Payments"), (i) to be deposited not less often than once each business day in one or more bank accounts maintained by Borrower or such banks ("Collecting Banks") as are Restricted Subsidiary and which meet criteria reasonably acceptable to Agent and (subject ii) to irrevocable instructions be transferred on each business day (to the extent practicable but in any event by no later than the immediately succeeding business day) from the accounts referred to in clause (i) to one or more concentration accounts designated by Borrower or such Restricted Subsidiary with a bank which meets criteria reasonably acceptable to Agent. Each bank reasonably requested by Agent as hereinafter set forthat which an account referred to in clause (i) of the first sentence of this subsection 5.6 is maintained and each bank at which a concentration account referred to which all account debtors in clause (ii) of such sentence is maintained shall directly remit all payments on Accounts execute and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which deliver to Agent such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agreeagreements, in a manner form and substance reasonably satisfactory to Agent, as Agent shall reasonably request with respect to such accounts, including, without limitation, with respect to prohibitions on Borrower or such Restricted Subsidiary, upon notice from Agent to the bank (it being agreed that Agent may give such notice after the occurrence of a Triggering Event), withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that (i) all payments made to the Blocked Accounts concentration account are the sole and exclusive property of pledged to Agent, for the benefit of Agent and Lenders, and that the Collecting Banks (ii) such bank shall have no right of setoff against such concentration account except as agreed to by Agent and (iii) upon notice from Agent to such bank, all funds deposited into such account shall be transferred directly to the Blocked Agent's Account on a daily basis (it being agreed that Agent may give such notice if a Triggering Event (as defined below) is continuing). Agent or Agent's designee may, at any time after the occurrence and during the continuance of a Triggering Event, notify account debtors that Accounts and that all such payments received will be promptly transferred other accounts receivable of Loan Parties have been assigned to Agent and of Agent's Accountsecurity interest therein, and may collect them directly and charge the collection costs and expenses to Borrower's loan account as a Revolving Advance. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer, ACH transfer or any other instrument, made to such Blocked Accounts concentration accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise and whether or not a Triggering Event has occurred are and will be the sole and exclusive property of pledged to Agent, for the benefit of Agent and Lenders. Whether or not a Triggering Event has occurred, Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with BorrowerBorrower or any Restricted Subsidiary, shall, acting as trustee for Agent, receive, as the sole in trust for Agent and exclusive property of AgentLenders, any monies, checks, notes, drafts or drafts, any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------of

Collection of Accounts and Payments. During the term of this Agreement, Borrower shall establish ----------------------------------- lockboxes maintain one or more lock boxes and blocked special accounts (collectively, "Blocked Accounts") in Borrower's name with such bank or banks as Lender may from time to time direct ("Collecting BanksDepository Bank") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will direct its Account Debtors to immediately deposit all payments made for Inventory or other payments constituting remittances and proceeds of Collateral the Collateral. In the case of deposits by Borrower, they shall be made to the special accounts in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Each Depository Bank shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts a lock box or special account under its administration are the sole and exclusive property of AgentLender, for the benefit of Lenders, and that the Collecting Banks have Depository Bank has no right of setoff against the Blocked Accounts funds in such lock box or special account and that after deposit of any funds to the special account, Depository Bank will wire, or otherwise transfer to Lender, in a manner satisfactory to Lender, all such payments received will be promptly transferred to Agent's Accountfunds deposited in the special account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts lock box or special account or otherwise received by Agent and Lender, whether on the Accounts or as proceeds of other Collateral or otherwise otherwise, will be the sole and exclusive property of AgentLender, for and will be applied on account of the benefit Liabilities (conditional upon final collection) as provided in Section 4.4 two (2) Business Days after receipt by Lender of Lendersimmediately available funds with respect thereto. Lender agrees to promptly return to Borrower the balance of any payments remitted to Lender at any time there exist no Liabilities. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, partners, directors, officers, employees, agents or other of Borrower and all Persons acting for or in concert with Borrower, Borrower shall, acting as trustee for AgentLender, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments relating to and/or or proceeds of Accounts or other Collateral which come into the their possession or under the their control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Lender, at its Lender's address set forth in subsection 10.4 belowSection 12.10 or such other place as Lender may designate from time to time. ---------------Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the lock box and special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Sank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with the lock box and special account or any returned or uncollected checks received by Deposit- ory Bank for deposit in the lock box or special account.

Collection of Accounts and Payments. Borrower Agent shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which Borrower shall instruct all account debtors shall to directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into in to Agent's Account. If Borrower, and or any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliates, employees, agents such Persons shall hold such instrument or other Persons acting funds in trust for or in concert with Borrower, Agent and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts a lockbox (collectively, the "Blocked AccountsAccount") in Borrower's name with such banks bank ("Collecting BanksBank") as are is acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which (i) all lessees of Leased Engines shall directly remit all payments due under any Engine Lease for a Leased Engine, (ii) all account debtors shall directly remit all payments on Accounts Accounts; (iii) all proceeds of Inventory; and in which Borrower will immediately deposit (iv) all payments made for Inventory or other payments constituting proceeds of Collateral including, but not limited to, the sale of any Engine, shall be directly remitted in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Bank shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are Account is the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have Bank has no right of setoff against the Blocked Accounts Account and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts Account or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders, which shall be utilized for payment of any and all amounts due and payable pursuant to this Agreement, with all remaining sums paid to Borrower. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts Account into Agent's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts Account or to Agent at its address set forth in subsection 10.4 below. ---------------below to be applied to Borrower's Obligations, with any remaining sums returned to Borrower.

Collection of Accounts and Payments. Each Borrower shall establish ----------------------------------- lockboxes lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "Blocked Accounts") in Borrower's name with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of Collateral in the identical form in which such payment was payments were made, whether by cash or check. The Collecting Banks shall acknowledge and agree, agree in a manner satisfactory to Agent, Agent that all payments made to the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Lock Box Accounts or Blocked Accounts and that all such payments received the Collecting Banks will be promptly transferred wire or otherwise transfer immediately available funds in a manner satisfactory to Agent's Account, funds deposited into the Lock Box Accounts and Blocked Accounts to Agent on a daily basis as soon as such funds are collected. Each Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such the Lock Box Accounts, Blocked Accounts or otherwise received by Agent and the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of AgentAgent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities (other than, with respect to Rail, the Term Loans and the Acquisition Loans except during the occurrence and continuance of a Default and unless otherwise required or permitted pursuant to the terms of this Agreement) as follows: (i) when the funds have become available, for the benefit collection of Lenders. Borrower shall irrevocably instruct each Collecting Bank checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to promptly such Borrower's Loan Account and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer all payments or deposits of immediately available funds received by Agent in time for posting to the Blocked Accounts into Agentaccount of Agent on the date received, will be credited to such Borrower's AccountLoan Account immediately upon receipt. Borrower, Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and any (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Each Borrower and each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of such Borrower's Accounts or other Collateral which come into the possession or under the control of such Borrower or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, such Borrower and immediately upon receipt thereof, such Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Agent, at its Agent's address set forth in subsection 10.4 below. ---------------Each Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in connection with such Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by such Person in the operation of any Blocked Account.

Collection of Accounts and Payments. Within 15 days of the Closing, ----------------------------------- Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked AccountsBLOCKED ACCOUNTS") in Borrower's name with such banks (collectively, "Collecting BanksCOLLECTING BANKS") as are acceptable to Agent Lender (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) to which the all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including any distributions received from the LLC) in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of LendersLender, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to AgentLender's Account. Borrower hereby agrees that all payments received by AgentLender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of LendersLender. Borrower shall irrevocably instruct each Collecting Bank to that each Collecting Bank shall promptly transfer all payments or deposits to the Blocked Accounts into AgentLender's Account. Borrower, and any of its Affiliates, employees, agents Lenders or other Persons acting for or in concert with Borrower, shall, acting as trustee for AgentLender, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Lender at its address set forth in subsection 10.4 SUBSECTION 9.6 below. ---------------.

Collection of Accounts and Payments. Borrower Loan Parties shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrower's each Loan Party’s name with such banks ("“Collecting Banks"”) as are acceptable to Administrative Agent (subject to irrevocable instructions acceptable to Administrative Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower each Loan Party will immediately deposit all payments made it otherwise directly receives for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Senior Agent, for the benefit of LendersBenefitted Persons, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to the Agent's ’s Account, subject to the exception referred to below with respect to Recoton Canada. Borrower Loan Parties hereby agrees agree that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Senior Agent, Administrative Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Senior Agent, for the benefit of LendersBenefitted Persons. Borrower Loan Parties shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into the Agent's ’s Account, except in the case of Recoton Canada in which case all such payments shall be transferred to Recoton’s concentration account at The Chase Manhattan Bank (or other account acceptable to Administrative Agent) which is swept to the Agent’s Account. BorrowerIf Loan Parties, and or any of its if their Affiliates, employees, agents or other Persons Person acting for or in concert with BorrowerLoan Parties, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into Collateral, Loan Parties or such Person shall hold such instrument or funds in trust for Senior Agent, for the possession or under the control benefit of Borrower or any of Borrower's AffiliatesBenefitted Persons, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Administrative Agent at its address set forth in subsection 10.4 10.3 below. ---------------For the purpose of calculating interest on the Obligations, all proceeds received in the Agent’s Account shall be credited to the Obligations on the Business Day of Administrative Agent’s receipt of immediately available federal funds.

Collection of Accounts and Payments. On or prior to the Closing Date, the Borrower shall establish ----------------------------------- lockboxes and blocked lock box accounts (collectively, the "Blocked Accounts") in the Borrower's name with such banks as are acceptable to the Agent ("Collecting Banks") as are acceptable and enter into blocked account agreements among the Borrower, the Agent and each Collecting Bank (the "Blocked Account Agreements"). Subject to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which subsection 8.19, the Borrower will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Collateral received by it into a Blocked Account in the identical form in which such payment was made, whether by cash or check. The On or prior to the Closing Date, the Borrower shall notify in writing each of its existing Account Debtors of the name and address of the Blocked Account to which each such Account Debtor shall be directed to remit all payments on its Accounts. In addition, the Agent shall, on or prior to the Closing Date, establish a depository account at each Collecting Banks Bank or at a centrally located bank (the "Depository Account"). Each Blocked Account Agreement shall acknowledge provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and agree, in a manner satisfactory to bailee-in-possession for the Agent, that all payments made (ii) the Collecting Bank has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees or other charges directly related to the administration of such Blocked Accounts are Account and for returned checks or other items of payment, (iii) unless and until the sole and exclusive property of AgentAgent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts received in such Blocked Account to such accounts or for such uses as the benefit of LendersBorrower may from time to time instruct, and that (iv) at all times following delivery of notice by the Agent to such Collecting Banks have no right of setoff against Bank to do so (a "Redirection Notice"), such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Accounts Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be entitled to deliver a Redirection Notice to any Collecting Bank until the initial funding of the Revolving Loan including, without limitation, pursuant to subsections 2.1(c)(iii) and that all such payments received will be promptly transferred 2.6(b). Subject to Agent's Account. the terms of this Agreement and the Blocked Account Agreements, the Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be held as Collateral by the sole and exclusive property of Agent, for the benefit of Lendersthe Lenders and shall be applied by the Agent to the Obligations as provided for herein. The Borrower shall irrevocably instruct each of its Collecting Banks that, upon receipt of a Redirection Notice, such Collecting Bank to shall promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any the Depository Account in accordance with the terms of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------applicable 44

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and or blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a 28 37 waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrower's ’s name with such banks ("“Collecting Banks"”) as are acceptable to the Agent (subject to irrevocable instructions acceptable to the Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to the Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of the 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 promptly transferred to the Agent's ’s Account. Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into the Agent's ’s Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for the Agent, receive, as the sole and exclusive property of the Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's ’s Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to the Agent at its address set forth in subsection Section 10.4 below. ---------------.

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, the "Blocked Accounts") in the Borrower's name with such banks ("Collecting Banks") as are a financial institution or institutions reasonably acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) the Agent, to which all account debtors shall directly remit all payments on Accounts and in which the Borrower will immediately deposit all payments made with respect to Accounts or for Inventory or other payments constituting proceeds of Collateral services provided by the Borrower in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that all payments made to the amounts on deposit in such Blocked Accounts Account are the sole and exclusive property of the Agent, for the benefit account of the Lenders, that such financial institution has no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, and that such financial institution will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Collecting Banks have no right of setoff against Agent, funds deposited in the Blocked Accounts and that all Account on a daily basis as such payments received will be promptly transferred to Agent's Accountfunds are collected. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on in respect of the Accounts or as proceeds of other Collateral or otherwise otherwise, will be applied on account of the sole and exclusive property of Agent, for the benefit of LendersLiabilities upon final collection. The Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, the Borrower shall, acting as trustee for the Agent, receive, as the sole and exclusive property of Agent, receive any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Accounts Accounts, Inventory or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, Borrower or such Persons thereof shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as set forth below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities. At the direction of the Agent given at any time in the discretion of the Agent, the Borrower will cause all payments made with respect to Accounts or for Inventory to be remitted directly to accounts held in the name of the Agent at its address set forth in subsection 10.4 below. ---------------NationsBank.

Collection of Accounts and Payments. Borrower shall establish a blocked ----------------------------------- lockboxes and blocked accounts concentration account (collectively, the "Blocked AccountsAccount") in Borrower's name with such banks bank ("Collecting BanksBank") as are is acceptable to Agent Lender (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit or cause to be promptly deposited all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check, other than deposits in deposit accounts for retail stores, where funds in excess of the minimum deposit of $2,000 required for each such account shall be transferred no less often than weekly to the Blocked Account. The Collecting Banks Bank shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts Account are the sole and exclusive property of Agent, for the benefit of LendersLender, and that the Collecting Banks have Bank has no right of setoff against the Blocked Accounts Account and that all such payments received will be promptly transferred to AgentLender's Account. Borrower hereby agrees that all payments received by AgentLender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts Account or otherwise received by Agent Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of LendersLender. Borrower shall irrevocably instruct each the Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts Account into AgentLender's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for AgentLender, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts Account or to Agent Lender at its address set forth in subsection 10.4 below9.6 below no less often than weekly. ---------------Borrower hereby further -------------- agrees that any bank accounts opened after the date hereof shall comply fully with the provisions of this subsection 5.6, including, but not limited to, the -------------- requirement that all funds in any such accounts be transferred no less often than weekly to the Blocked Accounts.

Collection of Accounts and Payments. Borrower Debtor shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrower's Debtor’s name with such banks ("“Collecting Banks"”) as are reasonably acceptable to Senior Agent (subject to irrevocable instructions acceptable to Senior Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower Debtor will immediately deposit all payments made it otherwise directly receives for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or checkcheque. The Collecting Banks shall acknowledge and agree, pursuant to an agreement substantially in a manner the form of Exhibit A and with such changes which shall be satisfactory to Agentthe Agents, that all payments made to the Blocked Accounts are the sole and exclusive property of Senior Agent, for the benefit on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to the Senior Agent's ’s Account. Borrower Debtor hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Senior Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Senior Agent, for the benefit on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors. Borrower Debtor shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into the Senior Agent's ’s Account. BorrowerIf Debtor, and Loan Parties or any of its their Affiliates, employees, agents or other Persons Person acting for or in concert with BorrowerDebtor, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checkscheques, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession Collateral, Debtor or under the control such Person shall hold such instrument or funds in trust for Senior Agent, on behalf of Borrower or any of Borrower's AffiliatesAgents, employeesSenior Lenders, agents or other Persons acting for or in concert with BorrowerSubordinated Agent and Subordinated Creditors, and and, immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Senior Agent at its address set forth in subsection 10.4 belowthe Subordination Agreement. ---------------For the purpose of calculating interest on the Secured Obligations, all proceeds received in the Agent’s Account shall be credited to the Secured Obligations on the Business Day of Senior Agent’s receipt of immediately available federal funds.

Collection of Accounts and Payments. Pursuant to a special deposit agreement ("SPECIAL DEPOSIT AGREEMENT"), each Borrower shall shall, on or prior to the date hereof, establish ----------------------------------- lockboxes and lock box or blocked accounts (collectively, "Blocked AccountsBLOCKED ACCOUNTS") in the Borrower's name with such banks ("Collecting Banks") as are acceptable to the Agent ("COLLECTING BANKS"), subject to irrevocable instructions acceptable to Agent as hereinafter set forth) instructions, to which all account debtors Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cash payments made for Inventory or services or other cash payments made by the Account Debtor constituting proceeds of Collateral in the identical form in which such payment was payments were made, whether by cash or check. The In addition, the Agent may establish or designate one or more depository accounts at each Collecting Banks shall acknowledge Bank or at a centrally located bank (collectively, the "DEPOSITORY ACCOUNT"). From and agreeafter receipt by any Collecting Bank of written notice from the Agent to such Collecting Bank in accordance with the terms of the Special Deposit Agreement (which notice may only be delivered by the Agent upon the occurrence and continuance of an Event of Default or in the event that the Agent's ability to verify, review, analyze or otherwise monitor the performance of any Borrower with respect to its Obligations hereunder or under any other Financing Agreement, or any Collateral securing such Obligations, in a manner satisfactory to accordance with the Agent's usual and customary practices, that has been impaired in any manner), all payments made to amounts held or deposited in the Blocked Accounts are held by such Collecting Bank shall be transferred to the sole and exclusive property of AgentDepository Account; PROVIDED that, for the benefit of Lenders, and that prior to the Collecting Banks have no right Bank's receipt of setoff against the Blocked Accounts and that all such payments received will notice, such amounts shall be promptly automatically transferred to Agentthe Borrower's Accountoperating account for unrestricted use by the Borrower. Subject to the foregoing, upon the issuance of such notice, the Borrower hereby agrees that all payments received by Agentthe Agent or the Collecting Bank, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent or the Collecting Bank and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits Agent (to the Blocked Accounts into Agent's Accountextent of the Obligations hereunder). Borrower, and any of its AffiliatesThe Loan Parties, employees, agents or other Persons acting for or in concert with Borrower, the Agent shall, acting as trustee for Agent, the Agent receive, as the sole and exclusive property of Agentthe Agent (to the extent of the Obligations hereunder), any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with such Borrower, and immediately upon receipt thereof, such Borrower or such Persons Person shall remit deposit the same or cause the same to be remitteddeposited, in kind, in a Blocked Account. -55- 61 Within thirty (30) days after the date hereof to the extent not already making payments to Blocked Accounts, each Borrower shall give each of its Account Debtors written notice, in form and substance reasonably satisfactory to the Agent, directing such Account Debtors to remit all payments on Accounts to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------Accounts.

Collection of Accounts and Payments. Borrower Each Loan Party shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrowersuch Loan Party's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors or other payment obligors shall directly remit all payments on each Loan Party's Accounts and in which Borrower each Loan Party will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral received by such Loan Party in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner reasonably satisfactory to Agent, Agent and with the written consent of the applicable Loan Party that (a) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that (b) the Collecting Banks have no right of to setoff against the Blocked Accounts, (c) the Collecting Banks will not take any Lien in the Blocked Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and that (e) all such payments received will be promptly transferred to Agent's Account. Borrower Each Loan Party hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower Each Loan Party shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. BorrowerIf any Loan Party, and or any of its their respective Affiliates, employees, agents or any other Persons acting for or in concert with Borrowersuch Loan Party, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of any Loan Party's Accounts or other Collateral which come into the possession Collateral, such Loan Party or under the control of Borrower such Person shall hold such instrument or any of Borrower's Affiliatesfunds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------.

Collection of Accounts and Payments. Borrower shall -------------------------------------- establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall be instructed, at the option of the Agent while any Default or Event of Default is continuing, to directly remit all payments on Accounts and in which which, at the option of the Agent while any Default or Event of Default is continuing, Borrower will immediately deposit all payments made for received on account of the sale or lease of Inventory or other payments constituting proceeds of Collateral Col-lateral in the identical form in which such payment was madereceived, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that that, except as otherwise agreed to in writing by the Agent, the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably While any Default or Event of Default is continuing, Agent may instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, employeesemploy-ees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereofand, while any Default or Event of Default is continuing, Borrower or such Persons shall immediately upon receipt thereof, remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------sub-section 10.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Borrower shall close or convert its operating accounts into depository or disbursement accounts and establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's its name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or check. cheque The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shallshall receive any money, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checkscheques, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliatesother Borrower Collateral, employeesBorrower shall cause such Person to hold such instrument or funds in trust for Agent, agents or other Persons acting for or in concert with Borrowerand, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 SUBSECTION 10.3 below. ---------------Borrower may amend any one or more of the Schedules referred in this SECTION 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "'Blocked Accounts"') in Borrower's name with such banks ("'Collecting Banks"') as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Notwithstanding anything set forth above, effective as of September 15, 2003, Agent shall notify each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower's account as set forth in such notice; provided, however, if at any time thereafter Borrower's Availability is less than $5,000,000.00 or if a Default or an Event of Default occurs, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent's Account. Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule."

Collection of Accounts and Payments. Prior to December 19, 1997, the Borrower shall establish ----------------------------------- lockboxes and blocked lock box accounts (collectively, the "Blocked Accounts") in the Borrower's name with such banks as are acceptable to the Agent ("Collecting Banks") as are acceptable to and enter into blocked account agreements among the Borrower, the Agent and each Collecting Bank (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors the "Blocked Account Agreements"). All Account Debtors shall directly remit all payments on Accounts into a Blocked Account and in which the Borrower will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Collateral into a Blocked Account in the identical form in which such payment was made, whether by cash or check. The On or prior to the Effective Date, the Borrower shall notify in writing each of the existing Account Debtors of the name and address of the Blocked Account to which each such Account Debtor shall be directed to remit all payments on its Accounts. In addition, the Agent shall, on or prior to the Effective Date, establish a depository account at each Collecting Banks Bank or at a centrally located bank (the "Depository Account"). Each Blocked Account Agreement shall acknowledge provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and agree, in a manner satisfactory to bailee-in-possession for the Agent, that all payments made (ii) the Collecting Bank has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees or other charges directly related to the administration of such Blocked Accounts are Account and for returned checks or other items of payment, (iii) unless and until the sole and exclusive property of AgentAgent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts received in such Blocked Account to such accounts or for such uses as the benefit of LendersBorrower may from time to time instruct, and that (iv) at all times following delivery of notice by the Agent to such Collecting Banks have no right of setoff against Bank to do so (a "Redirection Notice"), such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Accounts and that all such payments received will Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be promptly transferred entitled to Agent's Accountdeliver a Redirection Notice to any Collecting Bank until the occurrence of a Default or an Event of Default. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Agent, for the benefit of the Lenders. The Borrower shall irrevocably instruct each Collecting Bank to that, upon receipt of a Redirection Notice, each Collecting Bank shall promptly transfer all payments or deposits to the Blocked Accounts into the Agent's AccountDepository Account in accordance with the terms of the applicable Blocked Account Agreement. The Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with the Borrower, shall, acting as trustee for the Agent, receive, as the sole and exclusive property of the Agent, for the benefit of the Lenders, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, the Borrower or such Persons shall remit the same or cause the same to be deposited, in kind, into a Blocked Account or, at the direction of the Agent, shall remit the same, or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its the Agent's address set forth in subsection 10.4 below. ---------------SUBSECTION 10.13.

Collection of Accounts and Payments. Borrower Loan Parties shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's the name of such Loan Party with such banks ("Collecting Banks") as are reasonably acceptable to Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors or other payment obligors shall directly remit all payments on such Loan Party's Accounts and in which Borrower each Collecting Bank or Loan Party will immediately deposit all payments made for Inventory or other such payments constituting proceeds of Collateral received by such Loan Party in the identical form in which such payment was made, whether by cash or checkcheck (excluding proceeds deposited in local accounts in connection with retail and Lehigh shoe center locations to the extent permitted under Section 6.1(K)). The Each Collecting Banks Bank shall acknowledge and agree, in a manner reasonably satisfactory to Agent, and with the written consent of the respective Loan Party, to an agreement (each such agreement, a "Blocked Account Agreement") which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and that expenses EXHIBIT 10.1 associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right of to setoff against the Blocked Accounts, (c) the Collecting Banks will not take any Lien in the Blocked Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and that (e) all such payments received will be promptly transferred to Agent's Account. Borrower Each Loan Party hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and exclusive property control of Agent, for the benefit of itself and Lenders. Borrower Each Loan Party shall irrevocably instruct each Collecting Bank to to, after delivery of a notice of exclusive control, promptly transfer all payments or deposits to the Blocked Accounts into Agent's AccountAccount to be applied to the Obligations in accordance with the terms of this Agreement. BorrowerOther than as set forth above, and if any of Loan Party, or its Affiliates, employees, agents or any other Persons acting for or in concert with Borrowerany Loan Party, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of such Loan Party's Accounts or other Collateral which come into Collateral, the possession respective Loan Party or under the control of Borrower such Person shall hold such instrument or any of Borrower's Affiliates, employees, agents or other Persons acting funds in trust for or in concert with BorrowerAgent, and shall, immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 Section 10.3 below. ---------------.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 ---------- 10.3 below. ------------------- Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any --------- representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment -------- ------- of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Borrower shall (i) Each Grantor will establish ----------------------------------- lockboxes and blocked or maintain deposit accounts (collectively, "Blocked Controlled Accounts") in Borrowersuch Grantor's name with such banks ("Collecting Banks") as are reasonably acceptable to the Collateral Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit each Grantor will deposit all payments on Accounts of such Grantor and in which Borrower such Grantor will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral or advances under the Loan Agreement in the identical form in which such payment was made, whether by cash or check, subject further to provisions of account control agreements in form and substance reasonably acceptable to the Collateral Agent. (ii) Each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. The Collecting Banks In connection with such collections, each Grantor may take (and, upon the occurrence and during the continuance of an Event of Default at Collateral Agent's direction, shall acknowledge take) such action as such Grantor or Collateral Agent may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that Collateral Agent shall have the right at any time, upon the occurrence and agreeduring the continuation of an Event of Default and upon written notice to such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent, (ii) notify each Person maintaining a lockbox or similar arrangement to which account debtors or obligors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent, (iii) enforce collection of any such Accounts at the expense of Grantors, and (iv) adjust, settle or compromise the amount or payment thereof, in a the same manner satisfactory to Agent, that all payments made and to the Blocked Accounts are same extent as such Grantor might have done. After receipt by such Grantor of the sole and exclusive property of Agent, for notice from Collateral Agent referred to in 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 promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits proviso to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below. ---------------preceding sentence

Collection of Accounts and Payments. Each Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in such Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent Lender (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) to which all account debtors of such Borrower shall directly remit all payments on Accounts and in which such Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of LendersLender, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to AgentLender's Account. Borrower Borrowers hereby agrees agree that all payments received by AgentLender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of LendersLender. The applicable Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into AgentLender's Account. Each Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with a Borrower, shall, acting as trustee for AgentLender, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of a Borrower or any of a Borrower's Affiliates, employees, agents or other Persons acting for or in concert with a Borrower, and immediately upon receipt thereof, Borrower Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Lender at its address set forth in subsection 10.4 9.6 below. ---------------.

Collection of Accounts and Payments. Each Borrower shall establish ----------------------------------- lockboxes a lockbox (individually, a "Blocked Account" and blocked accounts (collectively, the "Blocked Accounts") in such Borrower's name with such banks a bank acceptable to Lender (each, a "Collecting BanksBank") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) to which all account debtors Contract Obligors and other Contract Rights Payors in respect of Contracts payable to such Borrower shall directly remit all payments Remittances on Accounts such Contracts and in which such Borrower will immediately deposit all payments made for Inventory Remittances received by such Borrower or any other cash payments constituting proceeds of Collateral in the identical form in which such Remittance or such other payment was madereceived, whether by cash cash, check, wire transfer or checkother instrument. The In addition, Lender shall establish a depository account at a centrally located bank (the "Lender's Depository Account"). Each Collecting Banks Bank shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, Lender and that the such Collecting Banks have Bank has no right of setoff against the any Blocked Accounts Account and that all such payments received will be promptly transferred to Agentthe Lender's AccountDepository Account on a daily basis. Borrower Each Loan Party hereby agrees that all payments received by AgentLender, whether by cash, check, wire transfer or any other instrument, made to any such Blocked Accounts Account or otherwise received by Agent Lender and whether on the Accounts Contracts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of LendersLender. Borrower shall irrevocably instruct each Collecting Bank to that such Collecting Bank shall promptly transfer all payments or deposits to each Blocked Account into the Blocked Accounts into AgentLender's AccountDepository Account on a daily basis. BorrowerEach Loan Party, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrowersuch Loan Party, shall, acting as trustee for AgentLender, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts Contracts or other Collateral which come into the possession or under the control of Borrower such Loan Party or any of Borrowersuch Loan Party's Affiliates, employees, agents or other Persons acting for or in concert with Borrowersuch Loan Party, and immediately upon receipt thereof, Borrower such Loan Party or such Persons shall remit the same or cause the same to be remitted, in kind, to the a Blocked Accounts Account or to Agent Lender, by deposit directly into the Lender's Depository Account or at its Lender's address set forth in subsection 10.4 9.6 below. ---------------.

Collection of Accounts and Payments. Borrower As promptly as practicable and in any event within 60 days following the First Amendment Date, Obligors shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name Obligors' names with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts of Obligors and in which Borrower Obligors will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that the Collecting Banks have no right to setoff against the Blocked Accounts at any time. The Collecting Banks shall further acknowledge and agree, in a manner satisfactory to Agent, that during the Activation Period: (i) all payments made to the Blocked Accounts are the sole and exclusive property of Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that (ii) all such payments received will be promptly transferred to Agent's Account. Borrower Obligors hereby agrees agree that (i) Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, have been granted a Lien on such Blocked Accounts and all funds on deposit therein as additional collateral security for the Obligations and the indebtedness and obligations under the Canadian Facility Credit Agreement and, upon execution of blocked account agreements with such Collecting Banks, "control" will have been established with respect to such Blocked Accounts as defined in Section 9-104 of the UCC and (ii) during the Activation Period, all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. Borrower Obligors shall irrevocably instruct each Collecting Bank to promptly transfer transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent's Account. BorrowerIf any Obligor, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrowerany Obligor, shall, acting as trustee for Agent, receive, as shall during the sole and exclusive property of Agent, Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession Collateral, such Obligor or under the control of Borrower such Person shall hold such instrument or any of Borrower's Affiliatesfunds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 SUBSECTION 10.3 below. ---------------Notwithstanding any provision to the contrary herein or in any other Loan Document, prior to the Activation Period: (i) the Obligors shall have sole dominion and control over the funds in the Blocked Accounts and the Collecting Banks shall transfer or apply funds on deposit therein in accordance with the instructions of the Obligors, (ii) the Obligors shall have no obligation to apply the funds in the Blocked Accounts to reduce any Obligations, and the Lenders and Canadian Facility Lenders shall not have any right to cause such funds to be so applied, and (iii) neither the Agent nor the Canadian Facility Agent shall have any right to endorse or collect any payments made to the Blocked Accounts, or to withdraw any funds from the Blocked Accounts, or to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall not be given unless and until either (i) an Event of Default occurs or (ii) Excess Availability is less than $10,000,000 and, in the case of this clause (ii), Requisite Lenders have directed that such Activation Notice be given or have consented thereto. 3.7 SUBSECTION 7.1 of the Loan Agreement is hereby amended to read as follows: SUBSECTION 7.1 Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (A) the Obligations; (B) intercompany Indebtedness (i) outstanding on the Closing Date and (ii) made following the Closing Date to fund working capital requirements of such Subsidiaries in the ordinary course of business and to fund Permitted Acquisitions; PROVIDED, HOWEVER, that the aggregate outstanding principal amount of intercompany loans from Borrower to Beacon Canada Holdings and Beacon Canada shall not exceed an amount equal to the outstanding balance of such intercompany loan as of the Closing Date (after giving effect to the Related Transactions on the Closing Date) plus $3,000,000 at any time; PROVIDED, FURTHER, that upon the request of Agent at any time, such Indebtedness shall be evidenced by promissory notes having terms reasonably satisfactory to Agent, the sole originally executed counterparts of which shall be delivered to Agent and shall be pledged to (i) Agent, for the benefit of Agent and Lenders, as security for the Obligations and (ii) Canadian Facility Agent, for the benefit of Canadian Facility Agent and Canadian Lenders, as security for the obligations under the Canadian Facility Loan Documents; (C) [Intentionally Omitted]; (D) [Intentionally Omitted]; (E) [Intentionally Omitted]; (F) [Intentionally Omitted]; (G) [Intentionally Omitted]; (H) [Intentionally Omitted]; (I) [Intentionally Omitted]; (J) Indebtedness of Beacon Canada pursuant to the Canadian Facility Loan Documents; (K) Indebtedness not to exceed $12,000,000 in the aggregate at any time outstanding secured by purchase money Liens on fixed assets or incurred with respect to Capital Leases; (L) unsecured, subordinated Indebtedness evidenced by the Stockholder Notes; (M) unsecured Indebtedness not to exceed $10,000,000 in the aggregate at any time outstanding which is subordinated to the Obligations in a manner satisfactory to Agent and Requisite Lenders; (N) Indebtedness existing on the Closing Date and identified on SCHEDULE 7.1; (O) unsecured Indebtedness of Holdings incurred in connection with any Permitted Acquisition; provided, however, that any such Indebtedness shall (i) have a maturity date no earlier than ninety (90) days after the date set forth in CLAUSE (a) of the definition of "Termination Date", (ii) shall be fully subordinated to the Obligations in a manner satisfactory to Agent and (iii) be otherwise issued pursuant to terms and conditions reasonably satisfactory to Agent; and Obligors will not, and will not permit the other Loan Parties to, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which any Obligors or any of the other Loan Parties is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Obligor or such other Loan Party has established adequate reserves therefor under GAAP. 3.8 SUBSECTION 7.5 of the Loan Agreement is hereby amended to read as follows:

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Collateral Agent (subject to irrevocable instructions acceptable to Collateral Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Collateral Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Collateral Agent, for the benefit of Agents and Lenders, and that the Collecting Banks have no right of setoff 66 72 against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Collateral Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Collateral Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Collateral Agent, for the benefit of Agents and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Collateral Agent, receive, as the sole and exclusive property of Collateral Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Collateral Agent at its address set forth in subsection 10.4 below. ---------------.

Collection of Accounts and Payments. Borrower Borrowers shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's Borrowers' name with such banks ("Collecting Banks") as are acceptable to Collateral Monitoring Agent (subject to irrevocable instructions acceptable to Collateral Monitoring Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Collateral Monitoring Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Administrative and Documentation 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 promptly transferred to Collateral Monitoring Agent's Account. Each Borrower hereby agrees that all payments received by Administrative and Documentation Agent, or Collateral Monitoring Agent whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Collateral Monitoring Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Administrative and Documentation Agent, for the benefit of Lenders. Each Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Collateral Monitoring Agent's Account. Any Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with such Borrower, shall, acting as trustee for Administrative and Documentation Agent, receive, as the sole and exclusive property of Administrative and Documentation Agent, any monies, checks, notes, drafts or 50 59 any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of any Borrower or any of such Borrower's Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, such Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Collateral Monitoring Agent at its address set forth in subsection 10.4 below. ---------------.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Notwithstanding anything set forth above, while Agent has previously notified each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower's account as set forth in such notice; if at any time hereafter the Average Daily Availability for the three-month period ending on the last day of the most recent calendar month is less than $17,500,000.00, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent's Account."

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes lock box accounts ("Lock Box Accounts") in, and blocked accounts (collectively, the "Blocked Accounts") in Borrower's name with with, Bank One or such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forthcollectively, the "Collecting Banks") to which all account debtors Account Debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of its Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts Blocked (i) when collected, for collection of checks and that other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments received will be promptly transferred to AgentBorrower's Account. Borrower hereby agrees that Loan Account and (ii) all cash payments received by AgentAgent at its offices in Chicago, whether Illinois, including, without limitation, payments made by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise of immediately available funds received by Agent and whether in time for posting to the account of Agent on the Accounts or as proceeds of other Collateral or otherwise date received, will be credited to Borrower's Loan Account immediately upon receipt. Application on account of the sole Liabilities constituting the Term Loan or the Revolving Loan shall be made by Agent (i) first to all Floating Rate Advances and exclusive property (ii) only when no Floating Rate Advances are outstanding to Eurodollar Advances; provided, however, in lieu of Agentapplying amounts to Eurodollar Advances, Agent may in its discretion release the available balances in Borrower's Blocked Account to Borrower or if deemed necessary by Agent retain such balances as cash collateral for the benefit of LendersLiabilities. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer and all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Borrower's Accounts or the other Collateral which come into the possession or under the control of Borrower or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, Borrower and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent's address set forth below. Borrower agrees to pay to Agent any and all reasonable fees, costs and expenses which Agent incurs in connection with opening and maintaining Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and Borrower further agrees to reimburse Agent for (i) any claims asserted by the Collecting Banks in connection with Borrower's Lock Box Accounts and Blocked Accounts or any returned or uncollected checks received by the Collecting Banks and (ii) any amounts paid to Agent at its address set forth any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by the Collecting Bank in subsection 10.4 below. ---------------the operation of Borrower's Lock Box Accounts and Blocked Accounts.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "‘Blocked Accounts"’) in Borrower's ’s name with such banks ("‘Collecting Banks"’) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account’s Account subject to the payment of the collecting Banks’ fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's ’s Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Notwithstanding anything set forth above, effective as of September 15, 2003, Agent shall notify each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower’s account as set forth in such notice; provided, however, if at any time thereafter Borrower’s Availability is less than $5,000,000.00 or if a Default or an Event of Default occurs, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent’s Account. Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.”

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, the "Blocked Accounts") in the Borrower's name with such banks ("Collecting Banks") as are a financial institution or institutions reasonably acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) the Agent, to which all account debtors shall directly remit all payments on Accounts and in which the Borrower will immediately deposit all payments made with respect to Accounts or for Inventory or other payments constituting proceeds of Collateral services provided by the Borrower in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that all payments made to the amounts on deposit in such Blocked Accounts Account are the sole and exclusive property of the Agent, for the benefit account of the Lenders, that such financial institution has no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, and that such financial institution will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Collecting Banks have no right of setoff against Agent, funds deposited in the Blocked Accounts and that all Account on a daily basis as such payments received will be promptly transferred to Agent's Accountfunds are collected. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on in respect of the Accounts or as proceeds of other Collateral or otherwise otherwise, will be applied on account of the sole and exclusive property of Agent, for the benefit of LendersLiabilities upon final collection. The Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, the Borrower shall, acting as trustee for the Agent, receive, as the sole and exclusive property of Agent, receive any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Accounts Accounts, Inventory or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, Borrower or such Persons thereof shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address as set forth in subsection 10.4 below. ---------------Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities.

Collection of Accounts and Payments. Upon the request of the ----------------------------------- Agent from time to time the Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, the "Blocked ------- Accounts") in the Borrower's name with such banks ("Collecting Banks") as are a financial institution or institutions -------- reasonably acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) the Agent, to which all account debtors shall directly remit all payments on Accounts and in which the Borrower will immediately deposit all payments made with respect to Accounts or for Inventory or other payments constituting proceeds of Collateral services provided by the Borrower in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that all payments made to the amounts on deposit in such Blocked Accounts Account are the sole and exclusive property of the Agent, for the benefit account of the Lenders, that such financial institution has no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, and that such financial institution will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Collecting Banks have no right of setoff against Agent, funds deposited in the Blocked Accounts and that all Account on a daily basis as such payments received will be promptly transferred to Agent's Accountfunds are collected. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on in respect of the Accounts or as proceeds of other Collateral or otherwise otherwise, will be applied on account of the sole and exclusive property of Agent, for the benefit of LendersLiabilities upon final collection. The Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, the Borrower shall, acting as trustee for the Agent, receive, as the sole and exclusive property of Agent, receive any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Accounts Accounts, Inventory or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, Borrower or such Persons thereof shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as set forth below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting ---------- Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks ----- will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities. At the direction of the Agent given at any time in the discretion of the Agent, the Borrower will cause all payments made with respect to Accounts or for Inventory to be remitted directly to accounts held in the name of the Agent at its address set forth in subsection 10.4 below. ---------------Bank of America, National Association.

Collection of Accounts and Payments. Each Borrower shall establish ----------------------------------- lockboxes lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "Blocked Accounts") in Borrower's name with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of Collateral in the identical form in which such payment was payments were made, whether by cash or check. The Collecting Banks shall acknowledge and agree, agree in a manner satisfactory to Agent, Agent that all payments made to the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Lock Box Accounts or Blocked Accounts and that all such payments received the Collecting Banks will be promptly transferred wire or otherwise transfer immediately available funds in a manner satisfactory to Agent's Account, funds deposited into the Lock Box Accounts and Blocked Accounts to Agent on a daily basis as soon as such funds are collected. Each Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such the Lock Box Accounts, Blocked Accounts or otherwise received by Agent and the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of AgentAgent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities as follows: (i) when the funds have become available, for the benefit collection of Lenders. Borrower shall irrevocably instruct each Collecting Bank checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to promptly such Borrower's Loan Account and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer all payments or deposits of immediately available funds received by Agent in time for posting to the Blocked Accounts into Agentaccount of Agent on the date received, will be credited to such Borrower's AccountLoan Account immediately upon receipt. Borrower, Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and any (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Each Borrower and each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of such Borrower's Accounts or other Collateral which come into the possession or under the control of such Borrower or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, such Borrower and immediately upon receipt thereof, such Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Agent, at its Agent's address set forth in subsection 10.4 below. ---------------Each Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in connection with such Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by such Person in the operation of any Blocked Account.

Collection of Accounts and Payments. Borrower The Borrowers shall establish ----------------------------------- lockboxes and such blocked accounts (collectivelyor lockbox accounts as Lender may require, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to into which all account debtors shall directly remit all payments on Accounts and in which Borrower the Borrowers will immediately deposit all payments made for Inventory or other payments constituting remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks banks with which such accounts are maintained (collectively, the "Depository Banks") shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts such accounts are the sole and exclusive property of AgentLender, for the benefit of Lenders, and that the Collecting Depository Banks have no right of setoff against the Blocked Accounts funds in such accounts and that all the Depository Banks will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such payments received will be promptly transferred accounts to Agent's AccountLender on a daily basis as soon as such funds are collected. Borrower The Borrowers hereby agrees agree that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts accounts or otherwise received by Agent and Lender, whether on the Accounts or as proceeds of other Collateral or otherwise otherwise, will be the sole and exclusive property of AgentLender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, for the benefit of Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer Lender will credit (conditional upon final collection) all payments or deposits received through such accounts to the Blocked Accounts into Agent's Loan Account. Borrower, The Borrowers and any of its Affiliates, shareholders, directors, officers, employees, agents or other of the Borrowers and all Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, Borrowers who receive any monies, checks, notes, drafts or any other payments relating to and/or or proceeds of Accounts or other Collateral which come into the their possession or under their control shall, acting as trustee for Lender, hold such property as the control sole and exclusive property of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, Lender and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to Lender. The Borrowers agree to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the Blocked Accounts accounts and depositing for collection by Lender any check or item of payment received or delivered to Agent at its address set forth any Depository Bank or Lender on account of the Liabilities and the Borrowers further agree to reimburse Lender for any claims asserted by any Depository Bank in subsection 10.4 below. ---------------connection with any account or any returned or uncollected checks received by any Depository Bank for deposit in the accounts.

Collection of Accounts and Payments. Borrower Loan Parties shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrower's the name of such Loan Party with such banks ("“Collecting Banks"”) as are reasonably acceptable to Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors or other payment obligors shall directly remit all payments on such Loan Party’s Accounts and in which Borrower each Collecting Bank or Loan Party will immediately deposit all payments made for Inventory or other such payments constituting proceeds of Collateral received by such Loan Party in the identical form in which such payment was made, whether by cash or checkcheck (excluding proceeds deposited in local accounts in connection with retail and Rocky Retail shoe center locations to the extent permitted under Section 6.1(K)). The Each Collecting Banks Bank shall acknowledge and agree, in a manner reasonably satisfactory to Agent, and with the written consent of the respective Loan Party, to an agreement (each such agreement, a “Blocked Account Agreement”) which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and that expenses associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right of to setoff against the Blocked Accounts, (c) the Collecting Banks will not take any Lien in the Blocked Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and that (e) all such payments received will be promptly transferred to Agent's ’s Account. Borrower Each Loan Party hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and exclusive property control of Agent, for the benefit of itself and Lenders. Borrower Each Loan Party shall irrevocably instruct each Collecting Bank to to, after delivery of a notice of exclusive control, promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account’s Account to be applied to the Obligations in accordance with the terms of this Agreement. BorrowerOther than as set forth above, and if any of Loan Party, or its Affiliates, employees, agents or any other Persons acting for or in concert with Borrowerany Loan Party, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of such Loan Party’s Accounts or other Collateral which come into Collateral, the possession respective Loan Party or under the control of Borrower such Person shall hold such instrument or any of Borrower's Affiliates, employees, agents or other Persons acting funds in trust for or in concert with BorrowerAgent, and shall, immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 Section 10.3 below. ---------------.

Collection of Accounts and Payments. Each Borrower shall establish ----------------------------------- lockboxes lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "Blocked Accounts") in Borrower's name with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of Collateral in the identical form in which such payment was payments were made, whether by cash or check. The Collecting Banks shall acknowledge and agree, agree in a manner satisfactory to Agent, Agent that all payments made to the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Lock Box Accounts or Blocked Accounts and that all such payments received the Collecting Banks will be promptly transferred wire or otherwise transfer immediately available funds in a manner satisfactory to Agent's Account, funds deposited into the Lock Box Accounts and Blocked Accounts to Agent on a daily basis as soon as such funds are collected. Each Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such the Lock Box Accounts, Blocked Accounts or otherwise received by Agent and the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of AgentAgent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities as follows: (i) when the funds have become available, for the benefit collection of Lenders. Borrower shall irrevocably instruct each Collecting Bank checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to promptly such Borrower's Loan Account and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer all payments or deposits of immediately available funds received by Agent in time for posting to the Blocked Accounts into Agentaccount of Agent on the date received, will be credited to such Borrower's AccountLoan Account immediately upon receipt. Borrower, Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and any (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Each Borrower and each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents 50 or other those Persons acting for or in concert with Borrower, such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of such Borrower's Accounts or other Collateral which come into the possession or under the control of such Borrower or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, such Borrower and immediately upon receipt thereof, such Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Agent, at its Agent's address set forth in subsection 10.4 below. ---------------Each Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in connection with such Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by such Person in the operation of any Blocked Account.

Collection of Accounts and Payments. Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrower's ’s name with such banks ("“Collecting Banks"”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account’s Account subject to the payment of the collecting Banks’ fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's ’s Account. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. ---------------Notwithstanding anything set forth above, while Agent has previously notified each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower’s account as set forth in such notice; if at any time hereafter the Average Daily Availability for the three-month period ending on the last day of the most recent calendar month is less than $17,500,000.00, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent’s Account.” 2.07 Amendment to Section 11.1 of the Loan Agreement; Amendment and Restatement of Definitions. Effective as of the Effective Date, the following definitions contained in Section 11.1 of the Loan Agreement are hereby amended and restated in their entirety to read as follows: “‘Availability’ means the excess, if any, of the Borrowing Base over the sum of the Revolving Loan and Letter of Credit Reserve. ‘Closing Date Mortgaged Property’ means the Mortgaged Property owned by Borrower on the Closing Date, provided that Agent has a first priority Lien on such Mortgaged Property, subject to Permitted Encumbrances. If subsequent to the Closing Date Agent ceases to have a first priority Lien on such Mortgaged Property or such Mortgaged Property is sold or otherwise transferred, such Mortgaged Property shall cease to constitute Closing Date Mortgaged Property.