Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. Borrower has established a special account (the "Special Deposit Account") in Borrower's name with NationsBank of Texas, N. A. ("Depository Bank") to which Borrower will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Depository Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account are the sole and exclusive property of Lender, that Depository Bank has no right of setoff against the funds in such special and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees that all payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. Lender will credit (conditional upon final collection) all payments received through the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good funds. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. 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 special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Account.

Collection of Accounts and Payments. Borrower has established Borrowers shall establish a special account (the "Special Deposit Blocked Account") with Lender in BorrowerLender's name with NationsBank of Texas, N. A. ("Depository Bank") to into which Borrower Borrowers will immediately deposit all cash or remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Depository Bank In addition, Borrowers shall acknowledge establish a special lock box ("Lock Box") in Lender's name with Lender and agreeBorrowers shall direct each of its account debtors to make payments due to Borrowers directly to the Lock Box, in a manner satisfactory to Lender, that all payments made to such special account are which shall be under the sole control of Lender and exclusive property maintained at the expense of Lender, that Depository Bank has no right of setoff against the funds in such special and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account to Lender on a daily basis as soon as such funds are collectedBorrowers. Each Borrower hereby agrees that all payments made to such special account Blocked Account or Lock Box or otherwise received or held by LenderLender in such accounts, operating accounts or otherwise, whether 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 LiabilitiesRevolving 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. Wire transfer payments received through before 1:00 p.m. (Chicago time) shall be credited the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good fundssame day. Upon the occurrence and during the continuance of an Event of Default or Default, Each Borrower and any Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents of Borrower and all or those Persons acting for or in concert with such Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments payment relating to or and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, such Borrower shall remit the same or cause the same to be remitted, deposited in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository BankBlocked Account. Each Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening opening, operating and maintaining the special account and depositing for collection by Lender any check or item of payment received or and/or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit AccountLiabilities.

Collection of Accounts and Payments. Borrower has established shall 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 BorrowerLender's name with NationsBank of Texasa depository bank reasonably satisfactory to Lender (collectively, N. A. (the "Depository BankBanks") to into which Borrower and/or Borrower's Account Debtors will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made; provided, whether by cash or 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 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 Bank Banks shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account the Lock Box Account and the Special Deposit Account are the sole and exclusive property of Lender, that Depository Bank has Banks have no right rights of setoff against the funds in such special the Lock Box Account and that Depository Bank Banks will wire, or otherwise transfer immediately available deposited funds in a manner satisfactory to Lender, funds deposited in such special account the Lock Box Account and in the Special Deposit Account to Lender on a daily basis as soon as such funds are collected, all pursuant to the 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 made to such special account the Lock Box Account and the Special Deposit Account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. 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 special account Lock Box Account and the Special Deposit Account to the Revolving Loan Account on the Business Day that Lender is in receipt of good fundsAccount. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, to the Lock Box Account or the Special Deposit Account or at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank13.10. 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 special account 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 Bank Banks or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank Banks in connection with its 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. Borrower has established a special account shall establish blocked accounts (the "Special Deposit AccountBlocked Accounts") in Borrowerand, upon Lender's name request, lock box accounts (the "Lock Box Accounts") with NationsBank of TexasLender and with such banks as are acceptable to Lender (collectively, N. A. (the "Depository BankCollecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all remittances cash and other payments made for Inventory and other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. If Lender has not requested that Borrower establish Lock Box Accounts, Borrower may receive payments from Account Debtors and shall immediately deposit all such payments on Accounts, cash and other payments made for Inventory and other payments constituting proceeds of Collateral, in the identical form in which payment was made, whether by cash or check or otherwise, in the Blocked Accounts or by daily delivery to Lender. Lender may request that Borrower establish Lock Box Accounts at any time after either (i) a Default or Event of Default has occurred or (ii) Lender believes in Good Faith that the payments required to be deposited in Blocked Accounts pursuant to this Agreement exceed the amount of the deposits so made or that the prospect for payment or performance of any of the Liabilities is otherwise impaired. The Depository Bank Collecting Banks shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account the Blocked Accounts or Lock Box Accounts, as applicable, are the sole and exclusive property of Lender, that Depository Bank has the Collecting Banks have no right of to setoff against the funds in such special Blocked Accounts or Lock Box Accounts and that Depository Bank the Collecting Banks will wire, wire or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account into the Blocked Accounts or Lock Box Accounts, as applicable, to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees that all payments made to such special account the Locks or otherwise received by the Collecting Banks or Lender, whether on the Accounts or as proceeds of Borrower's other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. Borrower's Liabilities as follows: (i) when collected, for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Lender at its offices in Chicago, Illinois, Lender will credit (conditional upon final collection) all such payments to Borrower's Loan Account and (ii) all cash payments received through the special account by Lender at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Lender in time for posting to the Revolving account of Lender on the date received, will be credited to Borrower's Loan Account on the Business Day that Lender is in receipt of good fundsimmediately upon receipt. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents of Borrower and all or those Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments payment relating to or and/or proceeds of Borrower's Accounts or other Collateral which come into their the possession or under their the control of Borrower or any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with Borrower and immediately upon receipt thereof, Borrower shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bankbelow. 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 special account Lock Box Accounts and Blocked Accounts and depositing for collection by Lender any check or item of payment received or and/or delivered to Depository any Collecting Bank or Lender Lender, respectively, on account of the Liabilities and Borrower further agrees to reimburse rse Lender for any claims asserted by Depository Bank the Collecting Banks in connection with its Special Deposit Borrower's Blocked Accounts or Lock Box Accounts and any amounts paid to any Collecting Bank arising out of Lender's indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the operation of a Blocked Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Lock Box Account.

Collection of Accounts and Payments. Borrower has established (a) Notwithstanding any provision to the contrary contained herein, this Section 4.3(a) shall apply to all Borrowers other than Capmark Borrowers and their respective Account Debtors. Within thirty (30) days of the Closing Date, a special blocked account (the "Special Deposit “Commercial Blocked Account"”) shall have been established in the Borrower's ’s name with NationsBank Lender, pursuant to which Lender shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of Texas, N. A. the Closing Date) all Account Debtors ("Depository Bank"other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit all remittances payments 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 by in cash or by check. The Depository Bank 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 Lender, that pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors obligated on Government Accounts to directly remit and to which the Borrower shall remit all payments made on Government Accounts of the Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a daily basis, to a demand deposit account (the “Demand Deposit Account”). The Demand Deposit Account will be established in the Borrower’s name with the Lender. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Lender upon the occurrence of a Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account to be automatically transferred, on a daily basis, to a concentration account at the Lender’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such special account are Default or Event of Default. In addition, upon the (a) each day’s available balance in respect of checks and other instruments received by the sole Lender in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Lender (conditional upon final collection) to the Borrower’s Loan Account and exclusive property of shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, that Depository Bank has no right of setoff against and (b) all cash payments received by the funds Lender in such special and that Depository Bank will wire, the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds in a manner satisfactory to received by the Lender, will be credited by the Lender to the Borrower’s Loan Account on the receipt of immediately available funds deposited in by the Lender. If during the period of such special account to Lender Default or Event of Default, the Borrower (or any director, officer, employee, affiliate, or agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a daily basis as soon as such funds are collected. Government Account), the Borrower hereby agrees that all such payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will shall be the sole and exclusive property of the Lender and will be applied on account (to the extent of the Liabilities. Lender will credit (conditional upon final collection) all ), and the Borrower shall hold such payments received through in trust as the special account Lender’s trustee and immediately deliver said payments to the Revolving Loan Cash Collateral Account on the Business Day that Lender is established pursuant to this Section and shall be applied in receipt of good fundsaccordance with this Section. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. The Borrower agrees to pay to the Lender any and all reasonable fees, costs and expenses (if any) which the Lender incurs in connection with opening and maintaining the special account Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Lender any check or item of payment received or and/or delivered to Depository Bank or the Lender on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Lender in the identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Lender within five (5) Business Days of receipt, the Lender shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Lender. The Lender may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount. (b) Notwithstanding any provision to the contrary contained herein, this Section 4.3(b) shall apply solely to the Capmark Borrowers and their respective Account Debtors. Within thirty (30) days of the Closing Date, a blocked account (the “Capmark Commercial Blocked Account”) shall have been established in the Borrower’s name with Lender, pursuant to which Lender and Capmark (subject to the Capmark Intercreditor Agreement) shall have control over the Capmark Commercial Blocked Account in accordance with the Capmark Blocked Account Agreement, and pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than Account Debtors obligated on Government Accounts) to directly remit and into which the Borrower shall remit all payments (a) each day’s available balance in respect of checks and other instruments received by the Lender in the Capmark Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Lender (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, and (b) all cash payments received by the Lender in the Capmark Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately availa ble funds received by the Lender, will be credited by the Lender to the Borrower’s Loan Account on the receipt of immediately available funds by the Lender. If during the period of such Default or Event of Default (but prior to a Possession Date), the Borrower (or any director, officer, employee, affiliate, or agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower hereby agrees that all such payments shall be the sole and exclusive property of the Lender (to the extent of the Liabilities and subject to the Capmark Intercreditor Agreement), and the Borrower shall hold such payments in trust as the Lender’s trustee and immediately deliver said payments to the Capmark Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower hereby irrevocably authorizes the Lender and agrees that upon the occurrence of a Possession Date all amounts deposited in the Capmark Commercial Blocked Account and automatically transferred to the Capmark Cash Collateral Account will remain in the Capmark Cash Collateral Account from and after the Possession Date subject to the Capmark Intercreditor Agreement. The Borrower hereby agrees that upon the occurrence of a Possession Date, all amounts deposited in the Capmark Government Blocked Account will be automatically transferred to the Capmark Cash Collateral Account and will remain in the Capmark Cash Collateral Account from and after the Possession Date subject to the Capmark Intercreditor Agreement. The Capmark Cash Collateral Account shall be maintained with the Lender for the benefit of Capmark, subject in all cases to the Capmark Intercreditor Agreement. The Borrower agrees to pay to the Lender any and all reasonable fees, costs and expenses which the Lender incurs in connection with opening and maintaining the Capmark Commercial Blocked Account, the Capmark Government Blocked Account and the Capmark Cash Collateral Account for the Borrower and depositing for collection by the Lender or Capmark any check or item of payment received and/or delivered to the Lender. The Borrower shall cooperate with the Lender in the identification and reconciliation on a daily basis of all amounts received in the Capmark Commercial Blocked Account and the Capmark Government Blocked Account. (c) Notwithstanding any provision to the contrary contained herein, including, without limitation, the defined term “Borrowing Base”, in no event shall any Capmark Borrower be able to request or borrow any Loan or be able to utilize its Accounts to secure or support any Loans until (i) execution and delivery by all parties of the Capmark Blocked Account Agreement; (ii) execution and delivery by all parties of the Capmark Intercreditor Agreement; and (iii) evidence that the Capmark Borrowers’ Account Debtors have been instructed and directed to send all payments with respect to each Account to the Capmark Commercial Blocked Account and the Capmark Government Blocked Account and any other conditions agreed to by Lender, Capmark and Borrowers (collectively, the “Capmark Conditions”). Until satisfaction of the Capmark Conditions, the Lender agrees not to perfect its security interest in the Collateral granted to Lender by the Capmark Borrowers hereunder. If the Capmark Conditions are not satisfied within forty-five (45) calendar days of the Closing Date or such additional period of time as approved by Lender and Capmark, then the Lender further agrees to reimburse amend this Agreement and the Financing Agreements to remove the Capmark Borrowers as a Borrower and this Agreement and the Financing Agreements shall be of no further force and effect with respect to the Capmark Borrowers. To the extent of any inconsistency between this Agreement and that certain letter of even date herewith by and among the Capmark Borrowers, the Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in and Capmark (the Special Deposit Account“Side Letter”), the Side Letter shall control.

Collection of Accounts and Payments. Borrower has established On or prior to the Closing Date (unless Administrative Agent in its sole discretion extends the date for execution and delivery thereof), a special commercial blocked account (collectively, the "Special Deposit “Commercial Blocked Account"”) shall have been established in Borrower's Hospital District’s name with NationsBank of Texasa depository bank acceptable to Administrative Agent in its sole discretion, N. A. ("Depository Bank") pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower will shall and shall cause Hospital District to direct (within sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities (other than Account Debtors obligated on Government Accounts) to directly remit and to which Borrower shall and shall cause Hospital District to remit all payments on Accounts of Hospital District resulting from services provided at the Facilities (other than Government Accounts) and in which Borrower shall and shall cause Hospital District to immediately deposit all remittances payments made for services provided by Borrower or Hospital District at the Facilities and all other proceeds of the Collateral (including the proceeds of Private Pay Accounts, but excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether in cash or by check. Notwithstanding anything to the contrary contained herein, in no event shall the phrase “Accounts resulting from services provided at the Facilities” or like phrases include Supplemental QIPP Accounts or Supplemental and IGT QIPP Payments. In addition, on or prior to the Closing Date (unless Administrative Agent in its sole discretion extends the date for execution and delivery thereof), a government blocked account (collectively, the “Government Blocked Account”) shall have been established in Hospital District’s name with a depository bank acceptable to Administrative Agent in its sole discretion, pursuant to which Hospital District shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower shall and shall cause Hospital District to direct (within sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities obligated on Government Accounts to directly remit and to which Borrower shall and shall cause Hospital District to remit all payments on Government Accounts of Borrower or Hospital District resulting from services provided at the Facilities and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether by in cash or by check. The Depository Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account are the sole and exclusive property of Lender, that Depository Bank has no right of setoff against the funds in such special and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds All amounts deposited in such special account to Lender the Government Blocked Account will be automatically transferred, on a daily basis as soon as basis, to a respective Commercial Blocked Account. Until the occurrence of an Event of Default, all amounts deposited in the Commercial Blocked Account will be wire transferred, on at least a weekly basis, to a demand deposit account (the “Demand Deposit Account”). The Demand Deposit Account will be established in Borrower’s name with Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account and/or Demand Deposit Account to be automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such funds are collectedDefault or Event of Default. The Borrower hereby agrees that all payments made to such special account received in the Cash Collateral Account, or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. Lender will credit (conditional upon final collection) all payments received through the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good funds. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. 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 special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Account.Administrative Agent,

Collection of Accounts and Payments. Borrower has established a special account (the "Special Deposit Account"a) in Borrower's name with NationsBank of Texas, N. A. ("Depository Bank") to which Borrower will immediately deposit any and all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or checkcheck in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. The Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fostxx xxxent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge and agreeacknowledge, in a manner satisfactory to Lender, that that: (i) all payments made to such special account Special Deposit Account are the sole and exclusive property of Lender; (ii) Borrower has no right to retain, that receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such special Special Deposit Account; and that (iv) Depository Bank will wire, or otherwise transfer immediately available funds transfer, in a manner satisfactory to Lender, funds deposited in such special account Special Deposit Account to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees that all payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. . (b) Lender will credit (conditional upon final collection) all payments received through from the special account Special Deposit Account to the Revolving Loan Account on the Business Day that Lender is in receipt of good fundsAccount. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholdersshareholder, directors, officers, employees, or agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. above. (c) Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) Costs which Lender incurs in connection with opening and maintaining the special account Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Account.or

Collection of Accounts and Payments. Borrower has established a special A blocked account (the "Special Deposit “Commercial Blocked Account"”) shall have been established in the Borrower's ’s name with NationsBank of TexasAdministrative Agent, N. A. pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance herewith and with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors ("Depository Bank"other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit all remittances payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all other proceeds of the Collateral (excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether by in cash or by check. The Depository Bank In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall acknowledge have been established in the Borrower’s name with Administrative Agent, pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors obligated on Government Accounts to directly remit and agree, in a manner satisfactory to Lender, that which the Borrower shall remit all payments made to on Government Accounts of the Borrower and all other proceeds of such special account are Government Accounts in the sole and exclusive property of Lenderidentical form in which such payment was made, that Depository Bank has no right of setoff against the funds whether in such special and that Depository Bank will wire, cash or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds by check. All amounts deposited in such special account to Lender the Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a daily basis as soon as basis, to a demand deposit account (the “Demand Deposit Account”). The Demand Deposit Account will be established in the Borrower’s name with the Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account to be automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such funds are collectedDefault or Event of Default. In addition, upon the occurrence of a Default or an Event of Default the Borrower shall transfer, on a daily basis, all amounts in the Government Blocked Account to the Cash Collateral Account during the period of such Default or Event of Default. The Borrower hereby agrees that all payments made to such special account the Commercial Blocked Account, received in the Cash Collateral Account, or otherwise received by Lenderthe Administrative Agent, whether on in respect of the Accounts of the Borrower or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of the Administrative Agent for the ratable benefit of the Lenders, the Issuing Lender and Administrative Agent (to the extent of the Liabilities). The Borrower further agrees that all payments made to the Commercial Blocked Account and the Government Blocked Account and transferred to the Cash Collateral Account will be applied on account of the Liabilities. Lender Liabilities of the Borrower as follows: (a) each day’s available balance in respect of checks and other instruments received by the Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will credit be credited by the Administrative Agent (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and (b) all cash payments received through by the special account Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by the Administrative Agent, will be credited by the Administrative Agent to the Revolving Borrower’s Loan Account on the Business Day that Lender is in receipt of good fundsimmediately available funds by the Administrative Agent. Upon the occurrence and If during the continuance period of an such Default or Event of Default or Default, the Borrower and (or any Affiliatesdirector, shareholdersofficer, directorsemployee, officersaffiliate, employeesor agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), agents of the Borrower and hereby agrees that all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as such payments shall be the sole and exclusive property of Lenderthe Administrative Agent (to the extent of the Liabilities), any monies, checks, notes, drafts or any other and the Borrower shall hold such payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control in trust as the Administrative Agent’s trustee and immediately upon receipt thereof, deliver said payments to the Cash Collateral Account established pursuant to this Section and shall remit the same or cause the same to be remitted, applied in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bankaccordance with this Section. The Borrower agrees to pay to Lender the Administrative Agent any and all reasonable fees, costs and expenses (if any) which Lender the Administrative Agent incurs in connection with opening and maintaining the special account Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by Lender the Administrative Agent any check or item of payment received or and/or delivered to Depository Bank or Lender the Administrative Agent on account of the Liabilities and Borrower’s Liabilities. The Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection shall cooperate with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit the Administrative Agent in the Special Deposit identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Administrative Agent within five (5) Business Days of receipt, the Administrative Agent for the Lenders shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Administrative Agent. The Administrative Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount.

Collection of Accounts and Payments. Borrower has established Within thirty (30) days of the Closing Date, a special blocked account (the "Special Deposit “Commercial Blocked Account"”) shall have been established in the Borrower's ’s name with NationsBank Lender, pursuant to which Lender shall have control over the Commercial Blocked Account in accordance with the Commercial Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of Texas, N. A. the Closing Date) all Account Debtors ("Depository Bank"other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit all remittances payments 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 by in cash or by check. The Depository Bank 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 Lender, that pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Government Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors obligated on Government Accounts to directly remit and to which the Borrower shall remit all payments made on Government Accounts of the Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a daily basis, to such special a demand deposit account are (the sole “Demand Deposit Account”). The Demand Deposit Account will be established in the (a) each day’s available balance in respect of checks and exclusive property of other instruments received by the Lender in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Lender (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, that Depository Bank has no right of setoff against and (b) all cash payments received by the funds Lender in such special and that Depository Bank will wire, the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds in a manner satisfactory to received by the Lender, will be credited by the Lender to the Borrower’s Loan Account on the receipt of immediately available funds deposited in by the Lender. If during the period of such special account to Lender Default or Event of Default, the Borrower (or any director, officer, employee, affiliate, or agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a daily basis as soon as such funds are collected. Government Account), the Borrower hereby agrees that all such payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will shall be the sole and exclusive property of the Lender and will be applied on account (to the extent of the Liabilities. Lender will credit (conditional upon final collection) all ), and the Borrower shall hold such payments received through in trust as the special account Lender’s trustee and immediately deliver said payments to the Revolving Loan Cash Collateral Account on the Business Day that Lender is established pursuant to this Section and shall be applied in receipt of good fundsaccordance with this Section. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. The Borrower agrees to pay to the Lender any and all reasonable fees, costs and expenses (if any) which the Lender incurs in connection with opening and maintaining the special account Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Lender any check or item of payment received or and/or delivered to Depository Bank or the Lender on account of the Liabilities and Borrower’s Liabilities. The Borrower further agrees to reimburse shall cooperate with the Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Lender within five (5) Business Days of receipt, the Lender shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Lender. The Lender may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount.

Collection of Accounts and Payments. Upon the occurrence of an Event of Default and at any time while an uncured or non-waived Event of Default exists, if requested by Lender, Borrower has established a special account shall establish such lock boxes and depository accounts (the "Special Deposit AccountBLOCKED ACCOUNTS") in Borrower's name with NationsBank of Texas, N. A. such banks as are acceptable to Lender ("Depository Bank"subject to Bank Agency Agreements and to irrevocable instructions acceptable to Lender as hereinafter set forth) to which all account debtors shall directly remit all payments on accounts and in which Borrower will 44 45 immediately deposit all remittances and proceeds cash payments made for inventory or other cash payments constituting Proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Depository Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account are the sole and exclusive property of Lender, that Depository Bank has no right of setoff against the funds in such special and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees that all immediately available funds received in the Blocked Accounts shall on the Business Day of receipt be forwarded to Lender. All payments made to such special account or otherwise received by Lender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Lender and whether on the Accounts accounts or as proceeds Proceeds of other Collateral or otherwise, otherwise will be the sole and exclusive property of Lender. Lender may settle, compromise, extend or renew the indebtedness of such account debtors. Borrower hereby constitutes and appoints Lender and will be applied on account all Persons designated by Lender for that purpose as the Borrower's true and lawful attorney-in-fact, with power to endorse Borrower's name to any of the Liabilitiesitems of payment or Proceeds described in this SECTION 11.5, and all Proceeds of Collateral that come into Lender's possession or under Lender's control. Both the appointment of Lender will credit (conditional upon final collection) as Borrower's attorney and Lender's rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all payments received through of the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good fundsObligations. Upon the occurrence and during the continuance of an Event of Default or DefaultBorrower, Borrower and any of its Affiliates, shareholders, directors, officers, employees, agents of Borrower and all or other Persons acting for or in concert with Borrower Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds and/or Proceeds of Accounts accounts or other Collateral which come into their the possession or under their 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 Lender, the Blocked Accounts or to Lender at Lender's its address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. 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 special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit AccountSECTION 12.14 below.

Collection of Accounts and Payments. Borrower has established shall establish a special account (the "Special Deposit Account") in Borrower's name with NationsBank of Texas, N. A. a bank acceptable to Lender in its reasonable discretion ("Depository Bank") to which Borrower shall direct all of its Account Debtors to remit all payments. In addition, if Borrower receives any remittances or proceeds of the Collateral, Borrower will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Depository Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such special account are the sole and exclusive property of Lender, that Depository Bank has no right of setoff against the funds in such special account and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees that all payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After such funds are received by Lender, Lender will immediately credit (conditional upon final collection) all payments received through the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good fundsAccount. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank13.10. 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 special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account the special account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Accountspecial account.

Collection of Accounts and Payments. Each Borrower has established a special account shall establish such lockboxes and depository accounts (the collectively, "Special Deposit AccountBlocked Accounts") in Borrower's name with NationsBank of Texas, N. A. ("Depository Bank") such banks as are reasonably acceptable to Administrative Agent to which Borrower all account debtors shall directly remit all payments on Accounts of Borrowers and in which Borrowers will immediately deposit all remittances and cash payments made for Inventory or other cash payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The Depository Bank TNFI shall acknowledge cause TNF Canada to establish a lockbox for payment of its Accounts, and agreeall funds shall be transferred to a Blocked Account. Prior to the occurrence of a Default or an Event of Default, Administrative Agent shall instruct the account banks to release all funds in the Blocked Accounts to the applicable Borrower. After the occurrence of a Default or an Event of Default which has not been cured, Administrative Agent may deliver a notice that all funds in the Blocked Accounts shall be transferred to Administrative Agent and, in a manner satisfactory to Lendersuch event, that all payments made to such special account are the sole and exclusive property of Lender, that Depository Bank has no right of setoff against the funds in such special and that Depository Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such special account to Lender on a daily basis as soon as such funds are collected. each Borrower hereby agrees that all payments received by Administrative Agent, whether by cash, check, wire transfer or any other instrument, made to such special account Blocked Accounts or otherwise received by Lender, Administrative Agent and whether 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 Administrative Agent for the benefit of the LiabilitiesLenders. Lender will credit (conditional upon final collection) all payments received through the special account to the Revolving Loan Account on the Business Day that Lender is in receipt of good funds. Upon the occurrence and during the continuance of an Event of Default or DefaultEach Borrower, Borrower and any of its Affiliates, shareholders, directors, officers, employees, agents of Borrower and all or other Persons acting for or in concert with Borrower it shall, acting as trustee for LenderAdministrative Agent, receive, as the sole and exclusive property of LenderAdministrative Agent, any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their the possession or under their the control of such Borrower or any of such 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 remitted, in kind, to Lenderthe Blocked Accounts, Administrative Agent's Account or to Administrative Agent at Lender's its address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. 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 special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Account10.4 below.