Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. (a) A blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, 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 (other than Account Debtors obligated on Government Accounts) -45- (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 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 by the 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 Borrower’s Loan Account on the receipt of immediately available funds by the Administrative Agent. If during the period of such 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 Government Account), the Borrower hereby agrees that all such payments shall be the sole and exclusive property of the Administrative Agent (to the extent of the Liabilities), and the Borrower shall hold such payments in trust as the Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the Administrative Agent on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Administrative Agent 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 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 shall establish lock box accounts (a"Lock Box Accounts") A in, and blocked account accounts (the “Commercial "Blocked Account”Accounts") shall have been established in with, ANB or such banks as are acceptable to Agent (collectively, the Borrower’s name with Administrative Agent, pursuant "Collecting Banks") 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 shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cash and other payments made for Inventory and other payments constituting proceeds of its Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, that the Collecting Banks have no right to setoff against the Blocked Accounts and that the Collecting Banks will transfer (other than Account Debtors obligated on Government Accountsi) -45-by wire transfer of immediately available (ai) each day’s available balance in respect when collected, for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by the Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois Illinois, Agent will be credited by the Administrative Agent credit (conditional upon final collection) all such payments to the Borrower’s 's Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and (bii) all cash payments received by the 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 Agent in time for posting to the Administrative Agentaccount of Agent on the date received, will be credited by the Administrative Agent to the Borrower’s 's Loan Account immediately upon receipt. Application on account of the receipt of immediately available funds by Liabilities constituting the Administrative Agent. If during Term Loan or the period of such 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 Government Account), the Borrower hereby agrees that all such payments Revolving Loan shall be made by Agent (i) first to all Base Rate Advances and (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances; provided, however, in lieu of applying amounts to LIBOR Rate Advances, Agent may in its discretion release the available balances in Borrower's Blocked Account to Borrower or if deemed necessary by Agent retain such balances as cash collateral for the Liabilities. Borrower and all of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Borrower's Accounts or the Administrative Agent (to other Collateral which come into the extent possession or under the control of the Liabilities)Borrower or any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with Borrower and the immediately upon receipt thereof, Borrower shall hold such payments remit the same or cause the same to be remitted, in trust as the Administrative kind, to Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section, at Agent's address set forth below. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Borrower's Lock Box Accounts and Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower Accounts and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the Administrative Agent any Collecting Bank or Agent, respectively, on account of the Liabilities and Borrower further agrees to reimburse Agent for (i) any claims asserted by the Collecting Banks in connection with Borrower’s Liabilities. The Borrower shall cooperate with 's Lock Box Accounts and Blocked Accounts or any returned or uncollected checks received by the Administrative Agent Collecting Banks and (ii) any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the identification operation of Borrower's Lock Box Accounts 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 amountAccounts.

Collection of Accounts and Payments. (a) A blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, 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 (other than Account Debtors obligated on Government Accounts) -45-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 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 in cash or by check. In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall 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 to which the Borrower shall remit all payments on Government Accounts of the Borrower and all other proceeds of the foregoing Collateral in the identical form 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 Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the (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 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 by the 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 Borrower’s Loan Account on the receipt of immediately available funds by the Administrative Agent. If during the period of such 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 Government Account), the Borrower hereby agrees that all such payments shall be the sole and exclusive property of the Administrative Agent (to the extent of the Liabilities), and the Borrower shall hold such payments in trust as the Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the Administrative Agent on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Administrative Agent 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 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 shall establish lock box accounts (a"LOCK BOX ACCOUNTS") A and blocked account accounts (the “Commercial Blocked Account”"BLOCKED ACCOUNTS") with Administrative Agent and with such banks as are acceptable to Administrative Agent (collectively, the "COLLECTING BANKS") to which all Account Debtors shall have been established directly remit all payments on Accounts and in which Borrower and each other Company will immediately deposit all cash and other payments made for Inventory and other payments constituting proceeds of Collateral in the Borrower’s name with identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Administrative Agent, pursuant that all payments made to which Administrative Agent shall have control over the Commercial Blocked Account in accordance herewith and with the Blocked Account AgreementAccounts are the sole and exclusive property of Administrative Agent, pursuant for the benefit of Lenders, that the Collecting Banks have no right to which setoff against the Borrower shall direct all Account Debtors (other than Account Debtors obligated on Government Accounts) -45-Blocked Accounts and that the Collecting Banks will wire or otherwise transfer immediately FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 30 AMERICAN NATIONAL BANK and HARRXX XXXK -- ULTRAK OPERATING, L.P. 43 (ai) each day’s available balance in respect when the funds have become available, for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by the Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Illinois, Administrative Agent will credit (conditional upon final collection) all such payments to the Borrower’s 's Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and (bii) all cash payments received by the 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 Administrative Agent in time for posting to the account of Administrative Agent, for the ratable benefit of Lenders (and, in any event, not later than 4:00 p.m. Chicago time) on the date received, will be credited by the Administrative Agent to the Borrower’s 's Loan Account on the receipt immediately upon receipt. Borrower and each of immediately available funds by the its Affiliates, Subsidiaries, members, managers, officers, employees, agents or those Persons acting for or in concert with Borrower shall, acting as trustee for Administrative Agent. If during the period of such Default or Event of Default, the Borrower (or any directorreceive, 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 as the sole and exclusive property of Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Borrower's Accounts or other Collateral which come into the Administrative Agent (to possession or under the extent control of the Liabilities)Borrower or any of its Affiliates, Subsidiaries, shareholders, members, managers, employees, agents or those Persons acting for or in concert with Borrower and the immediately upon receipt thereof, Borrower shall hold such payments remit the same or cause the same to be remitted, in trust as the kind, to Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section, at Administrative Agent's address set forth below. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Borrower's Lock Box Accounts and Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower Accounts and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the any Collecting Bank or Administrative Agent Agent, respectively, on account of the Borrower’s Liabilities. The Liabilities and Borrower shall cooperate with the further agrees to reimburse Administrative Agent and Lenders for any claims asserted by the Collecting Banks in connection with Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Administrative Agent's or Lenders' indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the identification and reconciliation on a daily basis operation of all amounts received in the Commercial Blocked Account and the Government any 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. (a) A blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, 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 (other than Account Debtors obligated on Government Accounts) -45-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 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 (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 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 by the 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 Borrower’s Loan Account on the receipt of immediately available funds by the Administrative Agent. If during the period of such 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 Government Account), the Borrower hereby agrees that all such payments shall be the sole and exclusive property of the Administrative Agent (to the extent of the Liabilities), and the Borrower shall hold such payments in trust as the Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Blocked Account, the Government Blocked Account and -52- the Cash Collateral Account for the Borrower and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the Administrative Agent on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Administrative Agent 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 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 shall establish lock box accounts (a"LOCK BOX ACCOUNTS") A and blocked account accounts (the “Commercial Blocked Account”"BLOCKED ACCOUNTS") with Administrative Agent and with such banks as are acceptable to Administrative Agent (collectively, the "COLLECTING BANKS") to which all Account Debtors shall have been established directly remit all payments on Accounts and in which Borrower and each other Company will immediately deposit all cash and other payments made for Inventory and other payments constituting proceeds of Collateral in the Borrower’s name with identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Administrative Agent, pursuant that all payments made to which the Blocked Accounts are the sole and exclusive property of Administrative Agent, for the benefit of Lenders, that the Collecting Banks have no right to setoff against the Blocked Accounts and that the Collecting Banks will wire or otherwise transfer immediately available funds in a manner satisfactory to Administrative Agent, funds deposited into the Blocked Accounts to Administrative Agent shall have control over on a daily basis as soon as such funds are collected. Borrower hereby agrees that all payments made to the Commercial Lock Box Accounts, Blocked Account in accordance herewith Accounts or otherwise received by the Collecting Banks or Administrative Agent or any Lender, whether on the Accounts or as proceeds of Borrower's other Collateral or otherwise will be the sole and with exclusive property of Administrative Agent, for the Blocked Account Agreementratable benefit of Lenders, pursuant to which the Borrower shall direct all Account Debtors (other than Account Debtors obligated and will be applied on Government Accounts) -45-account of Borrower's Liabilities as follows: (ai) each day’s available balance in respect when the funds have become available, for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by the Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Illinois, Administrative Agent will credit (conditional upon final collection) all such payments to the Borrower’s 's Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and (bii) all cash payments received by the 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 Administrative Agent in time for posting to the account of Administrative Agent, for the ratable benefit of Lenders (and, in any event, not later than 4:00 p.m. Chicago time) on the date received, will be credited by the Administrative Agent to the Borrower’s 's Loan Account on the receipt immediately upon receipt. Borrower and each of immediately available funds by the its Affiliates, Subsidiaries, members, managers, officers, employees, agents or those Persons acting for or in concert with Borrower shall, acting as trustee for Administrative Agent. If during the period of such Default or Event of Default, the Borrower (or any directorreceive, 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 as the sole and exclusive property of Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Borrower's Accounts or other Collateral which come into the Administrative Agent (to possession or under the extent control of the Liabilities)Borrower or any of its Affiliates, Subsidiaries, shareholders, members, managers, employees, agents or those Persons acting for or in concert with Borrower and the immediately upon receipt thereof, Borrower shall hold such payments remit the same or cause the same to be remitted, in trust as the kind, to Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section, at Administrative Agent's address set forth below. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Borrower's Lock Box Accounts and Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower Accounts and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the any Collecting Bank or Administrative Agent Agent, respectively, on account of the Borrower’s Liabilities. The Liabilities and Borrower shall cooperate with the further AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 31 ULTRAK OPERATING, L.P. agrees to reimburse Administrative Agent and Lenders for any claims asserted by the Collecting Banks in connection with Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Administrative Agent's or Lenders' indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the identification and reconciliation on a daily basis operation of all amounts received in the Commercial Blocked Account and the Government any 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.