Common use of Collection of Accounts and Payments Clause in Contracts

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 blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower will immediately deposit all cash. 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 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, 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, 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 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 Borrower will, at its own cost and 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 (90) days after the Closing Date (and from time other than cash needed to time thereafter concurrently with the operate Borrower's establishment or any such Restricted Subsidiary's stores in the ordinary course of any new bank accountsbusiness 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 shall establish blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at or such Restricted Subsidiary and which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions meet criteria reasonably acceptable to Agent as hereinafter set forthand (ii) to 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 Borrower will immediately deposit all cashmeets criteria reasonably acceptable to Agent. The Collecting Banks Each bank reasonably requested by Agent at 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 in clause (ii) of such sentence is maintained shall acknowledge execute and agreedeliver to Agent such agreements, 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, to be applied in accordance with the provisions of this Agreement. Borrower 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, 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 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 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 relating to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.and/or proceeds of

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 all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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 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. 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), Each Borrower shall establish blocked accounts a lockbox (individually, a "Blocked Account" and collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in such Borrower's name with all banks at which it maintains deposit accounts a bank acceptable to Lender (each, a "COLLECTING BANKSCollecting Bank") (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) to which all Contract Obligors and other Contract Rights Payors in respect of Contracts payable to such Borrower shall directly remit all Remittances on such Contracts and in which such Borrower will immediately deposit all 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 received, whether by cash, check, wire transfer or other 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 Contracts 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 AgreementLender. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to that such Collecting Bank shall promptly transfer all payments or deposits, at deposits to each Blocked Account into the request of Agent, to the Blocked Accounts into AgentLender's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Depository 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 $15,000,000a 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 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. 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 ACCOUNTS"“Blocked Accounts”) in Borrower's ’s name with all such banks at which it maintains deposit accounts ("COLLECTING 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's ’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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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), Each Borrower shall establish lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all Agent and with such banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions as are reasonably acceptable to Agent as hereinafter set forth(collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cashcash and other payments made for Inventory and other payments constituting proceeds of Collateral in the identical form in which such 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 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 Agent, for the benefit of Lenders, to Agent and will be applied in accordance on account of such Borrower's Revolving Loans and the other Liabilities (other than, with respect to Rail, the provisions 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. Borrower 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, 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) as follows: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) when the funds have become available, for collection of 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 such Borrower's cash on hand in immediately available funds, Loan Account and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Agent in time for posting to the account of Agent on the date received, will be credited to such Borrower's Cash Equivalents, Loan Account immediately upon receipt. Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and (iiiii) Unused Availability is, at the time such direction is given, less than $15,000,000only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Borrower, Each Borrower and any 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 below. Each Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in subsection 10.4 belowconnection 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 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 all such 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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 all such 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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 ACCOUNTS"'Blocked Accounts') in Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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 ACCOUNTS"“Blocked Accounts”) in Borrower's ’s name with all such banks at which it maintains deposit accounts ("COLLECTING 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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’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. 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 blocked accounts a lockbox (collectively, the "BLOCKED ACCOUNTSBlocked Account") in Borrower's name with all banks at which it maintains deposit accounts such bank ("COLLECTING BANKSCollecting Bank") as 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; (iii) all proceeds of Inventory; and (iv) all 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 Borrower will immediately deposit all cashsuch 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 be applied in accordance with the provisions of this Agreement, with all remaining sums paid to Borrower. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts Account 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 Account or to Agent at its address set forth in subsection 10.4 belowbelow to be applied to Borrower's Obligations, with any remaining sums returned to Borrower.

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), Each Borrower shall establish lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all Agent and with such banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions as are reasonably acceptable to Agent as hereinafter set forth(collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cashcash and other payments made for Inventory and other payments constituting proceeds of Collateral in the identical form in which such 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 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 Agent, for the benefit of Lenders, to Agent and will be applied in accordance with on account of such Borrower's Revolving Loans and the provisions of this Agreement. Borrower 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, 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 untilother Liabilities as follows: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) when the funds have become available, for collection of 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 such Borrower's cash on hand in immediately available funds, Loan Account and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Agent in time for posting to the account of Agent on the date received, will be credited to such Borrower's Cash Equivalents, Loan Account immediately upon receipt. Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and (iiiii) Unused Availability is, at the time such direction is given, less than $15,000,000only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Borrower, Each Borrower and any 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 below. Each Borrower agrees to pay to Agent any and all fees, costs and expenses which Agent incurs in subsection 10.4 belowconnection 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 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 ACCOUNTS"‘Blocked Accounts’) in Borrower's ’s name with all such banks at which it maintains deposit accounts ("COLLECTING 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's ’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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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), Each Borrower shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in such Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting Banks") as are acceptable to 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 cashpayments 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 Lenders, to be applied in accordance with the provisions of this AgreementLender. The applicable Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into AgentLender'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. 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. 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 Agent shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all such 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 Borrower shall instruct all account debtors to directly remit all payments on Accounts and in which Borrower will immediately deposit all cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into in to 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. Within ninety (90) days after Upon the Closing Date (and request of the Agent from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in the Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions a financial institution or institutions reasonably acceptable to Agent as hereinafter set forth) in the Agent, to which the Borrower will immediately deposit all cashpayments made with respect to Accounts or for Inventory or 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 in respect of the Accounts or otherwise received by Agent as proceeds of other Collateral or otherwise, will be applied on account of the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this AgreementLiabilities upon final collection. The Borrower 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, 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, 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, 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 belowNationsBank.

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 blocked accounts establish: (i) a lock box account (the "Lock Box Account") in Lender's name with Xxxxxx Trust and Savings Bank and (ii) a special deposit account (the "Special Deposit Account") in Lender's name with a depository bank reasonably satisfactory to Lender (collectively, the "BLOCKED ACCOUNTSDepository Banks") in into which Borrower and/or Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower Account Debtors will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made; provided, however, if such remittance was made in the form of cash, Borrower may deposit said remittance with the Depository Banks in the form of a check. The Collecting Notwithstanding the foregoing, Borrower may only deposit into the Special Deposit Account wire transfers Borrower receives from foreign Account Debtors; all other deposits to be made into the Lock Box Account. Depository Banks shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts Lock Box Account and the Special Deposit Account are the sole and exclusive property of AgentLender, for the benefit of Lenders, and that the Collecting Depository Banks have no right rights of setoff against the Blocked Accounts funds in the Lock Box Account and that Depository Banks will wire, or otherwise transfer deposited funds in a manner satisfactory to Lender, funds deposited in the Lock Box Account and in the Special Deposit Account to Lender on a daily basis as soon as such funds are collected, all such payments received will be promptly transferred pursuant to Agent's Accountthe Lock Box Agreement in the form of Exhibit 1.53 attached hereto and the Special Deposit Agreement in the form of Exhibit 1.78 attached hereto. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts the Lock Box Account and the Special Deposit Account or otherwise received by Agent Lender, 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 Lender and will be applied in accordance with on account of the provisions of this AgreementLiabilities. After allowing two (2) Business Days for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received through the Lock Box Account and the Special Deposit Account to the Revolving Loan Account. Borrower 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, 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, shareholders, 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 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 Lender, to the Blocked Accounts Lock Box Account or to Agent the Special Deposit Account or at its Lender's address set forth in subsection 10.4 belowSection 13.10. 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 Account and the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Banks or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Banks in connection with the Lock Box Account and the Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Lock Box Account and the Special Deposit Account, except claims relating to or caused by the malfeasance, recklessness or negligence of Lender.

Collection of Accounts and Payments. Within ninety (90) days after On or prior to the Closing Date (and from time to time thereafter concurrently with Date, the Borrower's establishment of any new bank accounts), Borrower shall establish blocked lock box accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in the Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKSCollecting Banks") 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) in which the "Blocked Account Agreements"). All Account Debtors shall directly remit all payments on Accounts into a Blocked Account and the Borrower will immediately deposit all cashcash 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. Within five days after the Closing 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 Closing Date, establish a depository account at each Collecting Bank or at a centrally located bank (the "Collection Account"). Each Blocked Account Agreement shall provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and bailee-in-possession for the Agent, (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 Account and for returned checks or other items of payment, and (iii) such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Collection Account through daily sweeps from the Blocked Account into the Collection Account in accordance with the terms of the applicable Blocked Account Agreement. 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 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, to . Such payments shall be applied in accordance with to the provisions outstanding balance of this AgreementRevolving Loans upon the same day as Agent's receipt of immediately available funds. The Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the each 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, Bank shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments 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 (90a) days after A blocked account (the Closing Date (and from time “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, pursuant to time thereafter concurrently which Administrative Agent shall have control over the Commercial Blocked Account in accordance with the Borrower's establishment of any new bank accounts)Blocked Account Agreement, pursuant to which the Borrower shall establish blocked accounts direct all Account Debtors (collectively, "BLOCKED ACCOUNTS"other than Account Debtors obligated on Government Accounts) in Borrower's name with to directly remit and to which the Borrower shall remit all banks at which it maintains deposit accounts payments on Accounts of the Borrower ("COLLECTING BANKS"other than Government Accounts) (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) and in which the Borrower will immediately deposit all cashpayments made for Inventory of the Borrower, if any, or services provided by the Borrower and all other proceeds of the Collateral in the identical form in which such payment was made, whether in cash or by check. The Collecting Banks In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall acknowledge and agree, have been established in a manner satisfactory to the Borrower’s name with Administrative Agent, that all payments made pursuant to which the Borrower shall have control over the Government 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 will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied Account in accordance with the provisions of this Blocked Account Agreement. Borrower shall, pursuant to a blocked account agreement substantially which the Borrower shall direct all Account Debtors obligated on Government Accounts to directly remit and to which the Borrower shall remit all payments on Government Accounts of the Borrower and all other proceeds of the foregoing Collateral in the identical form of Exhibit F attached heretoin which such payment was made, irrevocably instruct each Collecting Bank to promptly transfer all payments whether in cash or depositsby check. All amounts deposited in the Commercial Blocked Account and the Government Blocked Account will be automatically transferred, at the request of Agenton a daily basis, to a demand deposit account (the Blocked Accounts into “Demand Deposit Account”). The Demand Deposit Account will be established in the Borrower’s name with the Administrative Agent's Account; provided. Notwithstanding the foregoing, 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 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.hereby irrevocably authorizes the

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 Borrowers shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's Borrowers' name with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Each Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Collateral Monitoring 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. 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. Within ninety Pursuant to a special deposit agreement (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts"SPECIAL DEPOSIT AGREEMENT"), each Borrower shall shall, on or prior to the date hereof, establish lock box or blocked accounts (collectively, "BLOCKED ACCOUNTS") in the Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKS") (), subject to irrevocable instructions acceptable instructions, to Agent as hereinafter set forth) which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cashcash 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 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, to be applied in accordance with the provisions of this Agreement. Borrower 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, at the request of Agent, Agent (to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct extent of 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 Obligations 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 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 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 belowAccounts.

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 all such 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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 or blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all such 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 cashpayments 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, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits 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. 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 which come into the possession relating to and/or proceeds of Accounts or under the control of other 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. 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 a blocked accounts ----------------------------------- concentration account (collectively, the "BLOCKED ACCOUNTSBlocked Account") in Borrower's name with all banks at which it maintains deposit accounts such bank ("COLLECTING BANKSCollecting Bank") as is acceptable to Lender (subject to irrevocable instructions acceptable to Agent Lender as hereinafter set forth) in which Borrower will immediately deposit or cause to be promptly deposited all cashpayments 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 Lenders, to be applied in accordance with the provisions of this AgreementLender. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each the Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts Account into AgentLender'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 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. Within ninety (90) days after During the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment term of any new bank accounts)this Agreement, Borrower shall establish blocked maintain one or more lock boxes and special accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all such bank or banks at which it maintains deposit accounts as Lender may from time to time direct ("COLLECTING BANKSDepository Bank") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower will direct its Account Debtors to immediately deposit all cashremittances and proceeds of the Collateral. The Collecting Banks 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. 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 Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of AgentLender, for the benefit of Lenders, to and will be applied on account of the Liabilities (conditional upon final collection) as provided in accordance Section 4.4 two (2) Business Days after receipt by Lender of immediately available funds with respect thereto. Lender agrees to promptly return to Borrower the provisions balance of this Agreementany payments remitted to Lender at any time there exist no Liabilities. Borrower 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, 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, 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 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. Within ninety (90) days after On or prior to the Closing Date (and from time to time thereafter concurrently with Date, the Borrower's establishment of any new bank accounts), Borrower Borrowers shall establish blocked lock box accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in the applicable Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKSCollecting Banks") and enter into blocked account agreements (subject or amendments to irrevocable instructions acceptable to Agent as hereinafter set forthexisting blocked account agreements) in which form and substance satisfactory to the Agent among such Borrower, the Agent and each Collecting Bank (the "Blocked Account Agreements"). All Account Debtors shall directly remit all payments on Accounts into a Blocked Account and each Borrower will immediately deposit all cashcash payments made for Inventory or the provision of services 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, each 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 the sole Account and exclusive property for returned checks or other items of Agent, for the benefit of Lenderspayment, and that (iii) such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Collecting Banks have no right of setoff against Depository Account through daily sweeps from the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. Each 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 the Lenders, for application to be applied in accordance with the provisions of this AgreementObligations. Each Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each of its Collecting Banks that such Collecting Bank to shall promptly transfer all payments or deposits, at the request of Agent, deposits 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 Depository Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) in accordance with the sum terms 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 $15,000,000applicable Blocked Account Agreement. Each Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with such 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 such 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 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 belowSUBSECTION 10.12. So long as no Default or Event of Default has occurred and is continuing, a Borrower may add or replace a Blocked Account; PROVIDED that (i) the Agent shall have consented in advance to the opening of such account with the relevant bank and (ii) prior to the time of opening of such account (or such later dated as the Agent shall consent to in writing), such Borrower and such bank shall have executed and delivered to the Agent a Blocked Account Agreement in form and substance satisfactory to the Agent.