Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower shall establish accounts (the "Blocked Accounts") in the Borrower's name with a financial institution or institutions reasonably acceptable to the Agent, to which the Borrower will immediately deposit all payments 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. Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that the amounts on deposit in such Blocked Account are the sole and exclusive property of the Agent, for the 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 Agent, funds deposited in the Blocked Account on a daily basis as such funds are collected. The Borrower agrees that all payments received by the Agent, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Liabilities upon final collection. The Borrower and any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower shall, acting as trustee for the Agent, receive any monies, checks, notes, drafts or any other 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 Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt 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.

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower Loan Parties shall establish lockboxes and blocked accounts (the "collectively, “Blocked Accounts"”) in the Borrower's name of such Loan Party with a financial institution or institutions such banks (“Collecting Banks”) as are reasonably acceptable to the Agent, Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which the Borrower all Account Debtors or other payment obligors shall directly remit all payments on such Loan Party’s Accounts and in which each Collecting Bank or Loan Party will immediately deposit all such payments made with respect to Accounts or for Inventory or services provided constituting proceeds of Collateral received by the Borrower such Loan Party in the identical form in which such payment was made, whether by cash or checkcheck (excluding proceeds deposited in local accounts in connection with retail and Rocky Retail shoe center locations to the extent permitted under Section 6.1(K)). Each financial institution with which a Blocked Account is established Collecting Bank shall acknowledge and agree, in a manner reasonably satisfactory to the Agent, that and with the amounts on deposit in written consent of the respective Loan Party, to an agreement (each such agreement, a “Blocked Account Agreement”) which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of the Agent, for its benefit and for the account benefit of the Lenders, that such financial institution has (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and expenses associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked AccountAccounts, and that such financial institution (c) the Collecting Banks will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Agent, funds deposited not take any Lien in the Blocked Account on a daily basis as Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and (e) all such funds are collectedpayments received will be promptly transferred to Agent’s Account. The Borrower Each Loan Party hereby agrees that all payments made to such Blocked Accounts or otherwise received by the Agent, Agent and whether in respect of on the Accounts or as proceeds of other Collateral or otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and control of Agent, for the benefit of itself and Lenders. Each Loan Party shall irrevocably instruct each Collecting Bank to, after 77 delivery of a notice of exclusive control, promptly transfer all payments or deposits to the Blocked Accounts into Agent’s Account to be applied on account to the Obligations in accordance with the terms of the Liabilities upon final collectionthis Agreement. The Borrower and Other than as set forth above, if any Loan Party, or its Affiliates, shareholders, directors, officers, employees, agents or those any other Persons acting for or in concert with the Borrower shallany Loan Party, acting as trustee for the Agent, shall receive any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of Accounts, Inventory such Loan Party’s Accounts or other Collateral which come into Collateral, the possession respective Loan Party or under the control of the Borrower such Person shall hold such instrument or any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting funds in trust for or in concert with the BorrowerAgent, and shall, immediately upon receipt thereof shall thereof, remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as to Agent at its address set forth in Section 10.3 below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities.

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower Loan Parties shall establish lockboxes and blocked accounts (the collectively, "Blocked Accounts") in the Borrower's name of such Loan Party with a financial institution or institutions such banks ("Collecting Banks") as are reasonably acceptable to the Agent, Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which the Borrower all Account Debtors or other payment obligors shall directly remit all payments on such Loan Party's Accounts and in which each Collecting Bank or Loan Party will immediately deposit all such payments made with respect to Accounts or for Inventory or services provided constituting proceeds of Collateral received by the Borrower such Loan Party in the identical form in which such payment was made, whether by cash or checkcheck (excluding proceeds deposited in local accounts in connection with retail and Lehigh shoe center locations to the extent permitted under Section 6.1(K)). Each financial institution with which a Blocked Account is established Collecting Bank shall acknowledge and agree, in a manner reasonably satisfactory to the Agent, that and with the amounts on deposit in written consent of the respective Loan Party, to an agreement (each such agreement, a "Blocked Account Agreement") which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of the Agent, for its benefit and for the account benefit of the Lenders, that such financial institution has (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and expenses EXHIBIT 10.1 associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked AccountAccounts, and that such financial institution (c) the Collecting Banks will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Agent, funds deposited not take any Lien in the Blocked Account on a daily basis as Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and (e) all such funds are collectedpayments received will be promptly transferred to Agent's Account. The Borrower Each Loan Party hereby agrees that all payments made to such Blocked Accounts or otherwise received by the Agent, Agent and whether in respect of on the Accounts or as proceeds of other Collateral or otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and control of Agent, for the benefit of itself and Lenders. Each Loan Party shall irrevocably instruct each Collecting Bank to, after delivery of a notice of exclusive control, promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account to be applied on account to the Obligations in accordance with the terms of the Liabilities upon final collectionthis Agreement. The Borrower and Other than as set forth above, if any Loan Party, or its Affiliates, shareholders, directors, officers, employees, agents or those any other Persons acting for or in concert with the Borrower shallany Loan Party, acting as trustee for the Agent, shall receive any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of Accounts, Inventory such Loan Party's Accounts or other Collateral which come into Collateral, the possession respective Loan Party or under the control of the Borrower such Person shall hold such instrument or any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting funds in trust for or in concert with the BorrowerAgent, and shall, immediately upon receipt thereof shall thereof, remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as to Agent at its address set forth in Section 10.3 below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities.

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower Each Loan Party shall establish lockboxes and blocked accounts (the collectively, "Blocked Accounts") in the Borrowersuch Loan Party's name with a financial institution or institutions reasonably such banks ("Collecting Banks") as are acceptable to the Agent, Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which the Borrower all Account Debtors or other payment obligors shall directly remit all payments on each Loan Party's Accounts and in which each Loan Party will immediately deposit all payments made with respect to Accounts or for Inventory or services provided other payments constituting proceeds of Collateral received by the Borrower such Loan Party in the identical form in which such payment was made, whether by cash or check. Each financial institution with which a Blocked Account is established The Collecting Banks shall acknowledge and agree, in a manner reasonably satisfactory to Agent and with the Agent, written consent of the applicable Loan Party that (a) all payments made to the amounts on deposit in such Blocked Account Accounts are the sole and exclusive property of the Agent, for its benefit and for the account benefit of the Lenders, that such financial institution has (b) the Collecting Banks have no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked AccountAccounts, and that such financial institution (c) the Collecting Banks will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Agent, funds deposited not take any Lien in the Blocked Account on a daily basis as Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and (e) all such funds are collectedpayments received will be promptly transferred to Agent's Account. The Borrower Each Loan Party hereby agrees that all payments made to such Blocked Accounts or otherwise received by the Agent, Agent and whether in respect of on the Accounts or as proceeds of other Collateral or otherwise, otherwise will be applied on account the sole and exclusive property of Agent, for the Liabilities upon final collectionbenefit of itself and Lenders. The Borrower and Each Loan Party shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If any Loan Party, or any of their respective Affiliates, shareholders, directors, officers, employees, agents or those any other Persons acting for or in concert with the Borrower shallsuch Loan Party, acting as trustee for the Agent, shall receive any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of Accounts, Inventory any Loan Party's Accounts or other Collateral which come into the possession Collateral, such Loan Party or under the control of the Borrower such Person shall hold such instrument or any Affiliatesfunds in trust for Agent, shareholdersand, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as to Agent at its address set forth in subsection 10.3 below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities.

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

Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower Borrowers shall establish accounts a special account (the "Blocked AccountsAccount") with Lender in the BorrowerLender's name with a financial institution or institutions reasonably acceptable to the Agent, to into which the Borrower Borrowers will immediately deposit all payments made with respect to Accounts cash or for Inventory or services provided by the Borrower remittances in the identical form in which such payment was made, whether by cash or check. Each financial institution In addition, Borrowers shall establish a special lock box ("Lock Box") in Lender's name with which a Blocked Account is established Lender and Borrowers shall acknowledge and agree, in a manner satisfactory direct each of its account debtors to make payments due to Borrowers directly to the AgentLock Box, that the amounts on deposit in such Blocked Account are which shall be under the sole control of Lender and exclusive property maintained at the expense of the Agent, for the 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 Agent, funds deposited in the Blocked Account on a daily basis as such funds are collectedBorrowers. The Each Borrower hereby agrees that all payments made to such Blocked Account or Lock Box or otherwise received or held by the AgentLender in such accounts, operating accounts or otherwise, whether in respect of on the Accounts or as proceeds of other Collateral or otherwise, otherwise will be the sole and exclusive property of Lender and will be applied on account of the Revolving Loans prior to Default, and to the Liabilities after Default until the termination of this Agreement and the satisfaction in full of the Liabilities at which time such Blocked Account, Lock Box and any payments made thereto shall become the sole Property of Borrowers. Notwithstanding the preceding paragraph or any other provision of this Agreement, Borrowers shall not be required to deposit any payments or remittances received by Borrowers whether in the form of cash or checks with respect to any Environmental Insurance Claim in the Blocked Account or Lock Box. Borrowers may deposit any payments or remittances received by them with respect to any Environmental Insurance Claim in such account(s) as the Person(s) to whom such funds are ultimately due may direct and Borrowers may establish a separate bank account (not under the control of Lender) in which they may deposit any payments or remittances received by them with respect to any Environmental Insurance Claim until such time as Borrowers shall forward such payments to the Person(s) to whom such funds are ultimately due. For purposes of calculating interest, Lender will credit (conditional upon final collection) all payments, other than wire transfers, received by Lender through the Blocked Account to Borrowers' Loan Account two (2) Business Days after the date of receipt by Lender (for purposes of determining availability and for the purpose of determining the occurrence of a Default), all payments shall be credited on the date of receipt by Lender. The Wire transfer payments received before 1:00 p.m. (Chicago time) shall be credited the same day. Each Borrower and any Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the such Borrower shall, acting as trustee for Lender, receive, as the Agentsole exclusive property of Lender, receive any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts, Inventory Accounts or other Collateral which come into the their possession or under the their control of the Borrower or any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof thereof, such Borrower 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 amountsBlocked Account. The Each Borrower agrees to pay to the Agent Lender any and all fees, costs and expenses which the Agent Lender incurs in connection with opening opening, operating and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts special account and depositing for collection by the Agent Lender any check or item of payment received and/or delivered to the Agent Lender on account of the Liabilities.

Collection of Accounts and Payments. Upon the request Within 15 days of the Agent from time to time the Closing, ----------------------------------- Borrower shall establish lockboxes and blocked accounts (the collectively, "Blocked AccountsBLOCKED ACCOUNTS") in the Borrower's name with a financial institution or institutions reasonably such banks (collectively, "COLLECTING BANKS") as are acceptable to the Agent, Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which the all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made with respect to Accounts or for Inventory or services provided by constituting proceeds of Collateral (including any distributions received from the Borrower LLC) in the identical form in which such payment was made, whether by cash or check. Each financial institution with which a Blocked Account is established The Collecting Banks shall acknowledge and agree, in a manner satisfactory to the AgentLender, that all payments made to the amounts on deposit in such Blocked Account Accounts are the sole and exclusive property of Lender, and that the Agent, for the account of the Lenders, that such financial institution has Collecting Banks have no right to of setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, Accounts and that all such financial institution payments received will wire, or otherwise transfer in immediately available funds in a manner satisfactory be promptly transferred to the Agent, funds deposited in the Blocked Account on a daily basis as such funds are collectedLender's Account. The Borrower hereby agrees that all payments received by the AgentLender, whether in respect of by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Lender and whether on the Accounts or as proceeds of other Collateral or otherwise, otherwise will be applied on account the sole and exclusive property of Lender. Borrower shall irrevocably instruct each Collecting Bank that each Collecting Bank shall promptly transfer all payments or deposits to the Liabilities upon final collectionBlocked Accounts into Lender's Account. The Borrower Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents Lenders or those other Persons acting for or in concert with the Borrower Borrower, shall, acting as trustee for Lender, receive, as the Agentsole and exclusive property of Lender, receive any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of Accounts, Inventory Accounts 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 those other Persons acting for or in concert with the Borrower, and immediately upon receipt thereof thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as to Lender at its address set forth in SUBSECTION 9.6 below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities.

Collection of Accounts and Payments. Upon On or prior to the request of Closing Date, the Agent from time to time the Borrower Borrowers shall establish lock box accounts (the "Blocked Accounts") in the applicable Borrower's name with a financial institution or institutions reasonably such banks as are acceptable to the AgentAgent ("Collecting Banks") and enter into blocked account agreements among such Borrower, to which 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 cash payments made with respect to Accounts or for Inventory or the provision of services provided or other cash payments constituting proceeds of Collateral received by the Borrower it into a Blocked Account in the identical form in which such payment was made, whether by cash or check. Each financial institution with which a 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 is established to which each such Account Debtor shall acknowledge 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 "Depository 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 agree, in a manner satisfactory to bailee-in-possession for the Agent, that (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 on deposit received in such Blocked Account are the sole and exclusive property of the Agent, for the 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 Agent, funds deposited in Depository Account through daily sweeps from the Blocked Account on a daily basis as such funds are collectedinto the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Each Borrower hereby agrees that all payments received by the Agent, whether in respect of 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, otherwise will be applied on account held as Collateral by the Agent, for the benefit of the Liabilities upon final collectionLenders, for application to the Obligations. The Each Borrower shall irrevocably instruct each of its Collecting Banks that such Collecting Bank shall promptly transfer all payments or deposits to the Blocked Accounts into the Agent's Depository Account in accordance with the terms of the applicable Blocked Account Agreement. Each Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or those other Persons acting for or in concert with the Borrower such Borrower, shall, acting as trustee for the Agent, receive any moniesreceive, checks, notes, drafts or any other 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 Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt 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, 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 Affiliates, employees, agents or other Persons acting for or in concert with such Borrower, and that immediately upon receipt thereof, such Collecting Banks have no right Borrower or such Persons shall remit the same or cause the same to setoff against such amounts. The Borrower agrees be deposited, in kind, into a Blocked Account or, at the direction of the Agent, shall remit the same, or cause the same to pay be remitted, in kind, to the Agent any at the Agent's address set forth in subsection 10.12. So long as no Default or Event of Default has occurred and all feesis continuing, costs and expenses which a Borrower may amend Exhibit 3.5 to add or replace a Blocked Account; provided that (i) the Agent incurs shall have consented in connection advance to the opening of such account with the relevant bank and (ii) prior to the time of opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by of such account (or such later dated as the Agent any check or item of payment received and/or shall consent to in writing), such Borrower and such bank shall have executed and delivered to the Agent on account of a Blocked Account Agreement in form and substance satisfactory to the Liabilities.Agent. 3.6

Collection of Accounts and Payments. Upon the request of the Agent from time Prior to time December 19, 1997, the Borrower shall establish lock box accounts (the "Blocked Accounts") in the Borrower's name with a financial institution or institutions reasonably such banks as are acceptable to the AgentAgent ("Collecting Banks") and enter into blocked account agreements among the Borrower, to which 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 the Borrower will immediately deposit all cash payments made with respect to Accounts or for Inventory or services provided by the Borrower 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. Each financial institution with which a On or prior to the Effective Date, the Borrower shall notify in writing each of the existing Account Debtors of the name and address of the Blocked Account is established to which each such Account Debtor shall acknowledge be directed to remit all payments on its Accounts. In addition, the Agent shall, on or prior to the Effective Date, establish a depository account at each Collecting Bank or at a centrally located bank (the "Depository 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 agree, in a manner satisfactory to bailee-in-possession for the Agent, that (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, (iii) unless and until the Agent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts on deposit received in such Blocked Account are to such accounts or for such uses as the Borrower may from time to time instruct, and (iv) at all times following delivery of notice by the Agent to such Collecting Bank to do so (a "Redirection Notice"), such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be entitled to deliver a Redirection Notice to any Collecting Bank until the occurrence of a Default or an Event of Default. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Agent, for the account benefit 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 Agent, funds deposited in the Blocked Account on a daily basis as such funds are collected. The Borrower agrees that shall irrevocably instruct each Collecting Bank that, upon receipt of a Redirection Notice, each Collecting Bank shall promptly transfer all payments received by or deposits to the Blocked Accounts into the Agent, whether 's Depository Account in respect accordance with the terms of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Liabilities upon final collectionapplicable Blocked Account Agreement. The Borrower Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or those other Persons acting for or in concert with the Borrower Borrower, shall, acting as trustee for the Agent, receive receive, as the sole and exclusive property of the Agent, for the benefit of the Lenders, any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of Accounts, Inventory Accounts or other Collateral which come into the possession or under the control of the Borrower or any Affiliates, shareholders, directors, officers, employees, agents or those other Persons acting for or in concert with the Borrower, and immediately upon receipt thereof thereof, the Borrower or such Persons shall remit the same or cause the same to be deposited, in kind, into a Blocked Account or, at the direction of the Agent, shall remit the same, or cause the same to be remitted, in kind, to the Blocked Accounts or as Agent at the Agent's address 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 LiabilitiesSUBSECTION 10.13.

Collection of Accounts and Payments. Upon On or prior to the request of the Agent from time to time Closing Date, the Borrower shall establish lock box accounts (the "Blocked Accounts") in the Borrower's name with a financial institution or institutions reasonably such banks as are acceptable to the AgentAgent ("Collecting Banks") and enter into blocked account agreements among the Borrower, the Agent and each Collecting Bank (the "Blocked Account Agreements"). Subject to which subsection 8.19, the Borrower will immediately deposit all cash payments made with respect to Accounts or for Inventory or services provided other cash payments constituting proceeds of Collateral received by the Borrower it into a Blocked Account in the identical form in which such payment was made, whether by cash or check. Each financial institution with which a On or prior to the Closing Date, the Borrower shall notify in writing each of its existing Account Debtors of the name and address of the Blocked Account is established to which each such Account Debtor shall acknowledge 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 "Depository 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 agree, in a manner satisfactory to bailee-in-possession for the Agent, that (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, (iii) unless and until the Agent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts on deposit received in such Blocked Account are to such accounts or for such uses as the sole and exclusive property of the Agent, for the account of the Lenders, that such financial institution has no right Borrower may from time to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Accounttime instruct, and that (iv) at all times following delivery of notice by the Agent to such financial institution will wireCollecting Bank to do so (a "Redirection Notice"), or otherwise transfer such Collecting Bank agrees to immediately forward all amounts received in immediately available funds in a manner satisfactory such Blocked Account to the Agent, funds deposited in Depository Account through daily sweeps from the Blocked Account on a daily basis as such funds are collectedinto the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be entitled to deliver a Redirection Notice to any Collecting Bank until the initial funding of the Revolving Loan including, without limitation, pursuant to subsections 2.1(c)(iii) and 2.6(b). Subject to the terms of this Agreement and the Blocked Account Agreements, the Borrower hereby agrees that all payments received by the Agent, whether in respect of 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, otherwise will be applied on account of the Liabilities upon final collection. The Borrower and any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower shall, acting held as trustee for the Agent, receive any monies, checks, notes, drafts or any other 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 Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt 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, Lenders and that such Collecting Banks have no right shall be applied by the Agent to setoff against such amountsthe Obligations as provided for herein. 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 shall irrevocably instruct each of its Collecting Banks and that, upon receipt of a Redirection Notice, such Collecting Bank shall promptly transfer all payments or deposits to the Blocked Accounts and depositing for collection by into the Agent any check or item of payment received and/or delivered to Depository Account in accordance with the Agent on account terms of the Liabilities.applicable 44

Collection of Accounts and Payments. Upon the request of the ----------------------------------- Agent from time to time the Borrower shall establish accounts (the "Blocked ------- Accounts") in the Borrower's name with a financial institution or institutions -------- reasonably acceptable to the Agent, to which the Borrower will immediately deposit all payments 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. Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that the amounts on deposit in such Blocked Account are the sole and exclusive property of the Agent, for the 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 Agent, funds deposited in the Blocked Account on a daily basis as such funds are collected. The Borrower agrees that all payments received by the Agent, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Liabilities upon final collection. The Borrower and any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower shall, acting as trustee for the Agent, receive any monies, checks, notes, drafts or any other 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 Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt 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 Bank of America, National Association.