Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. All payments made to the Remittance Accounts, the Lock Box Accounts or otherwise received by Bank whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Bank and may be applied by Bank, after the occurrence and during the continuance of an Event of Default, on account of the Liabilities as follows: (a) for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practices, and (b) all cash payments received by Bank at its offices in Chicago, Illinois, including payments made by wire transfer of immediately available funds received by Bank in time for posting to the account of Bank on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; provided, however, at any time that the outstanding principal amount of the Revolving Loans is zero at the election of Bank: (i) if no Default has occurred and is continuing, such payments shall be applied to the operating account of the Company maintained at Bank, or (ii) if a Default has occurred and is continuing, such payments shall be applied to the Liabilities in such order as Bank shall determine in its sole discretion. After the occurrence and during the continuance of an Event of Default, Obligors shall, acting as trustee for Bank, receive, as the sole and exclusive property of Bank, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of Obligors, Obligors shall remit the same or cause the same to be remitted, in kind, to Bank, at Bank’s address set forth below. Borrowers jointly and severally agree to pay to Bank any and all fees, costs and expenses which Bank incurs in connection with opening and maintaining the Remittance Accounts and the Lock Box Accounts and depositing for collection by Bank any check or item of payment received and/or delivered to Bank on account of the Liabilities. Amounts applied by Bank to the principal of the Revolving Loan shall be applied first to any Base Rate Advances then outstanding and then to outstanding LIBOR Rate Advances with the shortest Interest Periods remaining. At any time when no Event of Default has occurred and is continuing and there are no outstanding Revolving Loans, any proceeds of collections of Accounts received in the Remittance Account shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account with Bank.

Collection of Accounts and Payments. All payments made to the Remittance Accounts, the Lock Box Accounts or otherwise received by Bank whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Bank and may be applied by Bank, after the occurrence and during the continuance of an Event of Default, Bank on account of the Liabilities as follows: : (a) for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practices, and (b) all cash payments received by Bank at its offices in Chicago, Illinois, including payments made by wire transfer of immediately available funds received by Bank in time for posting to the account of Bank on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; provided, however, at any time that the outstanding principal amount of the Revolving Loans is zero at the election of Bankzero: (i) if no Default has occurred and is continuing, such payments any proceeds of collections of Accounts received in the Remittance Account shall be applied paid as requested by Borrowers to the Borrowers’ principal operating deposit account of the Company maintained at with Bank, or (ii) if a Default has occurred and is continuing, such payments any proceeds of collections of Accounts received in the Remittance Account shall be applied to the Liabilities in such order as Bank shall determine in its sole discretion. After the occurrence and during the continuance of an Event of Default, Obligors shall, acting as trustee for Bank, receive, as the sole and exclusive property of Bank, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of Obligors, Obligors shall remit the same or cause the same to be remitted, in kind, to Bank, at Bank’s address set forth below. Borrowers jointly and severally agree to pay to Bank any and all fees, costs and expenses which Bank incurs in connection with opening and maintaining the Remittance Accounts and the Lock Box Accounts and depositing for collection by Bank any check or item of payment received and/or delivered to Bank on account of the Liabilities. Amounts applied by Bank to the principal of the Revolving Loan shall be applied first to any Base Rate Advances then outstanding and then to outstanding LIBOR Rate Advances with the shortest Interest Periods remaining. At any time when no Event of Default has occurred and is continuing and there are no outstanding Revolving Loans, any proceeds of collections of Accounts received in the Remittance Account shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account with Bank.forth

Collection of Accounts and Payments. All payments made to the Remittance Accounts, the Lock Box Accounts or otherwise received by Bank whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Bank and may be applied by Bank, after the occurrence and during the continuance of an Event of Default, Bank on account of the Liabilities as follows: (a) for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practices, and (b) all cash payments received by Bank at its offices in Chicago, Illinois, including payments made by wire transfer of immediately available funds received by Bank in time for posting to the account of Bank on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; provided, however, at any time that the outstanding principal amount of the Revolving Loans is zero at the election of Bankzero: (i) if no Default has occurred and is continuing, such payments any proceeds of collections of Accounts received in the Remittance Account shall be applied paid as requested by Borrowers to the Borrowers’ principal operating deposit account of the Company maintained at with Bank, or (ii) if a Default has occurred and is continuing, such payments any proceeds of collections of Accounts received in the Remittance Account shall be applied to the Liabilities in such order as Bank shall determine in its sole discretion. After the occurrence and during the continuance of an Event of Default, Obligors shall, acting as trustee for Bank, receive, as the sole and exclusive property of Bank, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of Obligors, Obligors shall remit the same or cause the same to be remitted, in kind, to Bank, at Bank’s address set forth below. Borrowers jointly and severally agree to pay to Bank any and all fees, costs and expenses which Bank incurs in connection with opening and maintaining the Remittance Accounts and the Lock Box Accounts and depositing for collection by Bank any check or item of payment received and/or delivered to Bank on account of the Liabilities. Amounts applied by Bank to the principal of the Revolving Loan shall be applied first to any Base Rate Advances then outstanding and then to outstanding LIBOR Rate Advances with the shortest Interest Periods remaining. At any time when no Event of Default has occurred and is continuing and there are no outstanding Revolving Loans, any proceeds of collections of Accounts received in the Remittance Account shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account with Bank.forth

Collection of Accounts and Payments. All payments made to the Remittance Accounts, the Lock Box Accounts or otherwise received by Bank whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Bank and may be applied by Bank, after the occurrence and during the continuance of an Event of Default, on account of the Liabilities as follows: (a) for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practices, and (b) all cash payments received by Bank at its offices in Chicago, Illinois, including payments made by wire transfer of immediately available funds received by Bank in time for posting to the account of Bank on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; provided, however, at any time that the outstanding principal amount of the Revolving Loans is zero at the election of Bank: (i) if no Default has occurred Each Borrowing Subsidiary shall maintain one or more Blocked Accounts and is continuingsuch Borrowing Subsidiary shall, such payments shall be applied to the operating account of the Company maintained at Bankpromptly upon receipt thereof, or (ii) if a Default has occurred and is continuing, such payments shall be applied to the Liabilities in such order as Bank shall determine immediately deposit in its sole discretion. After the occurrence and during the continuance of an Event of Defaultrespective Blocked Accounts, Obligors shall, acting as trustee for Bank, receive, as the sole and exclusive property of Bank, any all monies, checks, notes, drafts or any other payment relating to and/or funds received by it and including, without limitation, all proceeds of Collateral, Net Cash Proceeds and other cash proceeds of operations whether arising in the ordinary course of business or otherwise. In the event the Company or any Obligor’s Accounts Pledgor has cash and Cash Equivalents in excess of $5,000,000 for more than 10 Business Days (or such longer period as shall be agreed to by the other Collateral Agent), the Company or such Pledgor, as the case may be, shall deposit such cash in and hold such Cash Equivalents through a Blocked Account and the Company or such Pledgor shall have access to the funds on deposit in such Blocked Account at any time prior to the receipt by the applicable Blocked Account Bank and the Company of notice from the Agent that an Event of Default or Potential Event of Default has occurred and is continuing; provided, however, that, in the event that the Company or such Pledgor, as the case may be, enters into a Contractual Obligation any amount of the payment of which come into will be made with any such cash or Cash Equivalents (such amount being a "Committed Amount"), the possession Company or under such Pledgor, as the control of Obligorscase may be, Obligors shall remit (1) forthwith withdraw such Committed Amount from such Blocked Account and deposit the same into an account that is not a Blocked Account and (2) simultaneously notify the Agent and each Lender in writing of (x) the Committed Amount and (y) the Contractual Obligation that will be paid with such Committed Amount). (ii) Funds on deposit in a Blocked Account of a Borrowing Subsidiary on each Business Day shall be wire-transferred to the Concentration Account in accordance with the Collection Account Agreements and shall be applied to such Borrowing Subsidiary's Obligations to the extent and at the times provided in Sections 2.06 and 2.07 (a) The Agent shall use its best efforts to invest all funds, if any, on deposit in the Concentration Account at 3:00 p.m. on any Business Day which are not applied to the Obligations on such Business Day pursuant to Section 2.06 or cause the same to be remitted2.07(a), in kindan overnight investment at the best rate of return available for such investment for the benefit of such Borrowing Subsidiary at the time such investment is made. Each Borrowing Subsidiary hereby grants to the Agent a security interest for the benefit of the Agent, the Lenders and the Issuing Bank in the Concentration Account and all funds from time to Bank, at Bank’s address set forth belowtime deposited in the Concentration Account as security for the Obligations. Borrowers jointly and severally agree All interest or other income on such funds resulting from overnight investments shall be held in the Concentration Account as additional cash collateral constituting additional security for the Obligations. (iii) Each Borrowing Subsidiary agrees to pay to Bank the Agent any and all reasonable fees, costs and expenses which Bank the Agent incurs in connection with opening and maintaining the Remittance Accounts and the Lock Box Accounts Blocked Accounts, lock box or other similar payment collection mechanism for such Borrowing Subsidiary and depositing for collection by Bank any check or item of payment received by and/or delivered to Bank the Collecting Banks, the Agent on account of the LiabilitiesObligations of such Borrowing Subsidiary. Amounts applied by Bank Each Borrowing Subsidiary agrees to reimburse the principal of the Revolving Loan shall be applied first Agent for any amounts paid to any Base Rate Advances then outstanding and then to outstanding LIBOR Rate Advances with Collecting Bank arising out of any required indemnification by the shortest Interest Periods remaining. At any time when no Event Agent of Default has occurred and is continuing and there are no outstanding Revolving Loans, any proceeds of collections of Accounts received such Collecting Bank against damages incurred by the Collecting Bank in the Remittance Account operation of a Blocked Account. The Company shall, and shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account cause each Pledgor to, pay the Agent any and all reasonable fees, costs and expenses which the Agent incurs in connection with Bankopening and maintaining the Blocked Accounts for the Company and such Pledgor.

Collection of Accounts and Payments. All Within thirty (30) days following the Closing Date, Obligors shall establish lock box accounts ("Lock Box Accounts") and blocked accounts (the "Blocked Accounts") with Agent and/or such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all funds received, including but not limited to all payments on Accounts of the Obligors, and in which Obligors will immediately deposit all other payments made for Inventory and other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner reasonably satisfactory to Agent, that all payments made to the Remittance Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, that the Collecting Banks have no right to setoff against the Blocked Accounts (other than for unpaid fees and costs payable to such Collecting Banks in connection with the maintenance of such Blocked Accounts) and that the Collecting Banks will wire or otherwise transfer, on a daily basis, funds deposited into the Blocked Accounts to Agent or as otherwise directed in writing by Agent to such Collecting Banks. Obligors hereby agree that all payments made to the Lock Box Accounts, Blocked Accounts or otherwise received by Bank the Collecting Banks, whether on the Obligor's Accounts or as proceeds of the Obligors' other Collateral or otherwise otherwise, will be the sole and exclusive property of Bank and may Agent, for the benefit of Lenders, and, upon Agent's receipt thereof, will be applied by Bank, after the occurrence and during the continuance of an Event of Default, Agent on account of the Liabilities as follows: : (ai) 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 Bank Agent at its offices in Chicago, Illinois, Bank Agent will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practicesBorrowers' Loan Account, and (bii) all cash payments received by Bank Agent at its offices in Chicago, Illinois, including including, without limitation, payments made by wire transfer of immediately available funds received by Bank Agent in time for posting to the account of Bank Agent, for the benefit of Lenders, on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; providedBorrowers' Loan Account immediately upon receipt. The Obligors and each of their Affiliates, howeverSubsidiaries, at shareholders, directors, officers, employees, agents or those Persons acting for or in concert with any time that the outstanding principal amount of the Revolving Loans is zero at the election of Bank: (i) if no Default has occurred and is continuing, such payments shall be applied to the operating account of the Company maintained at Bank, or (ii) if a Default has occurred and is continuing, such payments shall be applied to the Liabilities in such order as Bank shall determine in its sole discretion. After the occurrence and during the continuance of an Event of Default, Obligors Obligor shall, acting as trustee for BankAgent, receive, as the sole and exclusive property of BankLender, any monies, checks, notes, drafts or any other funds received by such Persons, including without limitation any payment relating to and/or proceeds of any Obligor’s 's Accounts or the other Collateral which come into the possession or under the control of Obligorsany Obligor or any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with any Obligor and immediately upon receipt thereof, Obligors shall remit the same or cause the same to be remitted, in kind, to Bank, the Blocked Accounts or to Agent at Bank’s Agent's address set forth below. Borrowers jointly and severally The Obligors agree to pay to Bank Agent any and all fees, costs and expenses which Bank Agent incurs in connection with opening and maintaining the Remittance Lock Box Accounts and the Lock Box Blocked Accounts and depositing for collection by Bank Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities. Amounts applied Liabilities and the Obligors further agree to reimburse Agent and Lenders for any claims asserted by Bank to the principal of Collecting Banks in connection with the Revolving Loan shall be applied first Blocked Accounts and any amounts paid to any Base Rate Advances then outstanding and then to outstanding LIBOR Rate Advances with Collecting Bank arising out of Agent's or Lenders' indemnification of such Collecting Bank against damages incurred by the shortest Interest Periods remaining. At any time when no Event of Default has occurred and is continuing and there are no outstanding Revolving Loans, any proceeds of collections of Accounts received Collecting Bank in the Remittance Account shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account with Bankoperation of any Blocked Account.