Common use of Collection of Accounts and Payments Clause in Contracts

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

Collection of Accounts and Payments. As promptly as practicable and, and in any event, event within 60 days following the Closing First Amendment Date, Borrower shall close or convert its operating accounts into depository or disbursement accounts and establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in its name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque cheque. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that the Collecting Banks have no right to setoff against the Blocked Accounts at any time. The Collecting Banks shall further acknowledge and agree, in a manner satisfactory to Agent, that during the Activation Period: (i) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, Agent and US Facility Agent for its their benefit and for the benefit of Lenders, Lenders and US Facility Agent, for its benefit Lenders and for the benefit of US Lenders, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Blocked Accounts and that (ii) all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that (i) Agent and US Facility Agent, for their benefit and for the benefit of Lenders and US Facility Lenders, have been granted a Lien on such Blocked Accounts and all funds on deposit therein as additional collateral security for the - 2 - CONSENT AND FIRST AMENDMENT EXECUTION COPY Obligations and the indebtedness and obligations under the US Facility Loan Agreement and (ii) during the Activation Period, all payments made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Borrower Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, Agent and US Facility Agent, for its their benefit and for the benefit of Lenders and US Facility Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, or any if of its Affiliates, employees, agents or other Person acting for or in concert with Borrower, shall during the Activation Period receive any moneymonies, cheques, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Borrower Collateral, Borrower shall cause such Person to hold such instrument or funds in trust for Agent, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in SUBSECTION 10.3 below. Notwithstanding any provision to the contrary herein or in any other Loan Document, prior to the Activation Period: (i) Borrower may amend shall have sole dominion and control over the funds in the Blocked Accounts and the Collecting Banks shall transfer or apply funds on deposit therein in accordance with the instructions of Borrower, (ii) Borrower shall have no obligation to apply the funds in the Blocked Accounts to reduce any one Obligations, and the Lenders and US Facility Lenders shall not have any right to cause such funds to be so applied, and (iii) neither the Agent nor the US Facility Agent shall have any right to endorse or more of collect any payments made to the Schedules referred in this SECTION 4 (subject to prior notice to Agent, as applicable) and any representation, warrantyBlocked Accounts, or covenant contained herein which refers to withdraw any such Schedule funds from the Blocked Accounts, or to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall from not be given unless and after the date of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or until either (i) an Event of Default occurs or (ii) Excess Availability is less than US$10,000,000 and, in the case of this clause (ii), Requisite Lenders have directed that exists notwithstanding the amendment of such ScheduleActivation Notice be given or have consented thereto.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Each Borrower shall close or convert its operating establish lock box accounts into depository or disbursement accounts and establish lockboxes ("Lock Box Accounts") and blocked accounts (collectively, the "Blocked Accounts") in its name with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower Account Debtors shall directly remit all payments on Accounts of Borrower and in which each Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was payments were made, whether by cash or cheque check. The Collecting Banks shall acknowledge and agree, agree in a manner satisfactory to Agent, Agent that all payments made to the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Lock Box Accounts or Blocked Accounts and that all such payments received the Collecting Banks will be promptly transferred wire or otherwise transfer immediately available funds in a manner satisfactory to Agent's Account, funds deposited into the Lock Box Accounts and Blocked Accounts to Agent on a daily basis as soon as such funds are collected. Each Borrower hereby agrees that all payments made to such the Lock Box Accounts, Blocked Accounts or otherwise received by Agent and the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of AgentAgent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities as follows: (i) when the funds have become available, for the benefit collection of itself checks and Lendersother instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to such Borrower's Loan Account and US Facility Agent(ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Agent in time for its benefit and for the benefit of US Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits posting to the Blocked Accounts into Agentaccount of Agent on the date received, will be credited to such Borrower's AccountLoan Account immediately upon receipt. If Borrower, or any if Application on account of the Liabilities 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. Each Borrower and each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents 50 or other Person those Persons acting for or in concert with Borrowersuch Borrower shall, shall receive acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any moneymonies, chequeschecks, notes, drafts or any other payments payment relating to and/or proceeds of such Borrower's Accounts or other Collateral which come into the possession or under the control of such Borrower or other any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with such Borrower Collateral, Borrower shall cause such Person to hold such instrument or funds in trust for Agent, and, and immediately upon receipt thereof, such Borrower shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent Agent, at its Agent's address set forth in SUBSECTION 10.3 below. Each Borrower may amend agrees to pay to Agent any one and all fees, costs and expenses which Agent incurs in connection with opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or more item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Schedules referred Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in this SECTION 4 (subject to prior notice to Agent, as applicable) connection with such Borrower's Blocked Accounts and any representation, warranty, or covenant contained herein which refers amounts paid to any Collecting Bank arising out of Agent's indemnification of such Schedule shall from and after Collecting Bank against damages incurred by such Person in the date operation of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such ScheduleBlocked Account.

Collection of Accounts and Payments. As promptly as practicable and, and in any event, event within 60 days following the Closing First Amendment Date, Borrower Obligors shall close or convert its operating accounts into depository or disbursement accounts and establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in its name Obligors' names with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower Obligors and in which Borrower Obligors will immediately deposit all payments made for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that the Collecting Banks have no right to setoff against the Blocked Accounts at any time. The Collecting Banks shall further acknowledge and agree, in a manner satisfactory to Agent, that during the Activation Period: (i) all payments made to the Blocked Accounts are the sole and exclusive property of Agent and Canadian Facility Agent, for its their benefit and for the benefit of Lenders and Canadian Facility Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Blocked Accounts and that (ii) all such payments received will be promptly transferred to Agent's Account. Borrower Obligors hereby agrees agree that (i) Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, have been granted a Lien on such Blocked Accounts and all funds on deposit therein as additional collateral security for the Obligations and the indebtedness and obligations under the Canadian Facility Credit Agreement and, upon execution of blocked account agreements with such Collecting Banks, "control" will have been established with respect to such Blocked Accounts as defined in Section 9-104 of the UCC and (ii) during the Activation Period, all payments made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself Agent and Lenders, and US Canadian Facility Agent, for its their benefit and for the benefit of US Lenders and Canadian Facility Lenders. Borrower Obligors shall irrevocably instruct each Collecting Bank to promptly transfer transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent's Account. If Borrowerany Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with Borrowerany Obligor, shall during the Activation Period receive any moneymonies, chequeschecks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Borrower Collateral, Borrower shall cause such Obligor or such Person to shall hold such instrument or funds in trust for Agent, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in SUBSECTION 10.3 below. Borrower may amend Notwithstanding any one provision to the contrary herein or more in any other Loan Document, prior to the Activation Period: (i) the Obligors shall have sole dominion and control over the funds in the Blocked Accounts and the Collecting Banks shall transfer or apply funds on deposit therein in accordance with the instructions of the Schedules referred Obligors, (ii) the Obligors shall have no obligation to apply the funds in this SECTION 4 the Blocked Accounts to reduce any Obligations, and the Lenders and Canadian Facility Lenders shall not have any right to cause such funds to be so applied, and (subject iii) neither the Agent nor the Canadian Facility Agent shall have any right to prior notice endorse or collect any payments made to Agent, as applicable) and any representation, warrantythe Blocked Accounts, or covenant contained herein which refers to withdraw any such Schedule funds from the Blocked Accounts, or to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall from not be given unless and after the date of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or until either (i) an Event of Default occurs or (ii) Excess Availability is less than $10,000,000 and, in the case of this clause (ii), Requisite Lenders have directed that exists notwithstanding the amendment of such ScheduleActivation Notice be given or have consented thereto.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Borrower Loan Parties shall close or convert its operating accounts into depository or disbursement accounts and establish lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in its each Loan Party’s name with such banks ("“Collecting Banks"”) as are acceptable to Administrative Agent (subject to irrevocable instructions acceptable to Administrative Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower each Loan Party will immediately deposit all payments made it otherwise directly receives for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Senior Agent, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US LendersBenefitted Persons, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to the Agent's ’s Account, subject to the exception referred to below with respect to Recoton Canada. Borrower Loan Parties hereby agrees agree that all payments made to such Blocked Accounts or otherwise received by Senior Agent, Administrative Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Senior Agent, for the benefit of itself and Lenders, and US Facility Agent, for its benefit and for the benefit of US LendersBenefitted Persons. Borrower Loan Parties shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into the Agent's ’s Account, except in the case of Recoton Canada in which case all such payments shall be transferred to Recoton’s concentration account at The Chase Manhattan Bank (or other account acceptable to Administrative Agent) which is swept to the Agent’s Account. If BorrowerLoan Parties, or any if its their Affiliates, employees, agents or other Person acting for or in concert with BorrowerLoan Parties, shall receive any moneymonies, chequeschecks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Borrower Collateral, Borrower shall cause Loan Parties or such Person to shall hold such instrument or funds in trust for Senior Agent, for the benefit of Benefitted Persons, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Administrative Agent at its address set forth in SUBSECTION subsection 10.3 below. Borrower may amend any one or more For the purpose of calculating interest on the Schedules referred Obligations, all proceeds received in this SECTION 4 (subject the Agent’s Account shall be credited to prior notice to the Obligations on the Business Day of Administrative Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date ’s receipt of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Scheduleimmediately available federal funds.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Borrower shall close or convert its operating accounts into depository or disbursement accounts and establish such lockboxes and blocked depository accounts (collectively, "Blocked Accounts") in its name with such banks ("Collecting Banks") as are reasonably acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque The Collecting Banks check. Unless a facility for a Permitted Canadian Financing has been executed, Borrower 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, Agent shall instruct the banks to release all funds in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are to Borrower. After the sole and exclusive property occurrence of Agenta Default or an Event of Default which has not been cured, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and Agent may deliver a notice that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against all funds in the Blocked Accounts and that all such payments received will shall be promptly transferred to Agent's Account. Agent and, in such event, Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, Agent for the benefit of itself and Lenders. Borrower, and US Facility Agent, for its benefit and for the benefit any of US Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, or any if its Affiliates, employees, agents or other Person Persons acting for or in concert with Borrower, shall receive shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any moneymonies, chequeschecks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Borrower CollateralPersons acting for or in concert with Borrower, Borrower shall cause such Person to hold such instrument or funds in trust for Agent, and, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts Accounts, Agent's Account or to Agent at its address set forth in SUBSECTION 10.3 subsection 9.6 below. Borrower may amend any one or more of the Schedules referred in this SECTION 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Borrower Debtor shall close or convert its operating accounts into depository or disbursement accounts and establish lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in its Debtor’s name with such banks ("“Collecting Banks"”) as are reasonably acceptable to Senior Agent (subject to irrevocable instructions acceptable to Senior Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower Debtor will immediately deposit all payments made it otherwise directly receives for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque cheque. The Collecting Banks shall acknowledge and agree, pursuant to an agreement substantially in a manner the form of Exhibit A and with such changes which shall be satisfactory to Agentthe Agents, that all payments made to the Blocked Accounts are the sole and exclusive property of Senior Agent, for its benefit and for the benefit on behalf of Agents, Senior Lenders, Subordinated Agent and US Facility Agent, for its benefit and for the benefit of US LendersSubordinated Creditors, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to the Senior Agent's ’s Account. Borrower Debtor hereby agrees that all payments made to such Blocked Accounts or otherwise received by Senior Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Senior Agent, for the benefit on behalf of itself and Agents, Senior Lenders, Subordinated Agent and US Facility Agent, for its benefit and for the benefit of US LendersSubordinated Creditors. Borrower Debtor shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into the Senior Agent's ’s Account. If BorrowerDebtor, Loan Parties or any if its of their Affiliates, employees, agents or other Person acting for or in concert with BorrowerDebtor, shall receive any moneymonies, cheques, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Borrower Collateral, Borrower shall cause Debtor or such Person to shall hold such instrument or funds in trust for Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Senior Agent at its address set forth in SUBSECTION 10.3 belowthe Subordination Agreement. Borrower may amend any one or more For the purpose of calculating interest on the Schedules referred Secured Obligations, all proceeds received in this SECTION 4 (subject the Agent’s Account shall be credited to prior notice to the Secured Obligations on the Business Day of Senior Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date ’s receipt of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Scheduleimmediately available federal funds.

Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Each Borrower shall close or convert its operating accounts into depository or disbursement accounts and establish such lockboxes and blocked depository accounts (collectively, "Blocked Accounts") in its name with such banks ("Collecting Banks") as are reasonably acceptable to Administrative Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower Borrowers and in which Borrower Borrowers will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque The Collecting Banks check. 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 a manner satisfactory to Agent, that all payments made to the Blocked Accounts are to the sole and exclusive property applicable Borrower. After the occurrence of Agenta Default or an Event of Default which has not been cured, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and Administrative Agent may deliver a notice that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against all funds in the Blocked Accounts and that all such payments received will shall be promptly transferred to Agent's Account. Administrative Agent and, in such event, each Borrower hereby agrees that all payments received by Administrative Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Administrative Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, Administrative Agent for the benefit of itself and Lenders. Each Borrower, and US Facility Agent, for its benefit and for the benefit any of US Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, or any if its Affiliates, employees, agents or other Person Persons acting for or in concert with Borrowerit shall, shall receive acting as trustee for Administrative Agent, receive, as the sole and exclusive property of Administrative Agent, any moneymonies, chequeschecks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Borrower or any of such Borrower's Affiliates, employees, agents or other Borrower CollateralPersons acting for or in concert with such Borrower, Borrower shall cause such Person to hold such instrument or funds in trust for Agent, and, and immediately upon receipt thereof, such Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts Accounts, Administrative Agent's Account or to Administrative Agent at its address set forth in SUBSECTION 10.3 Section 10.4 below. Borrower may amend any one or more of the Schedules referred in this SECTION 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; PROVIDED HOWEVER, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

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