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 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: (i) if no Default has occurred and is continuing, 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, or (ii) if a Default has occurred and is continuing, 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. 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

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 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 zerozero at the election of Bank: (i) if no Default has occurred and is continuing, any proceeds of collections of Accounts received in the Remittance Account such payments shall be paid as requested by Borrowers applied to Borrowers’ principal the operating deposit account with of the Company maintained at Bank, or (ii) if a Default has occurred and is continuing, any proceeds of collections of Accounts received in the Remittance Account 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 forthforth 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 Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrower's 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 shall directly remit all payments on Accounts and in which Borrower will immediately deposit all payments made for Inventory or 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 satisfactory to Agent, that all payments made to the Remittance AccountsBlocked Accounts are the sole and exclusive property of Agent, for the Lock Box benefit of Lenders, and that the Collecting Banks have no right of 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 received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Bank 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 Lenders. Borrower shall irrevocably instruct each Collecting Bank and may be applied by 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 to promptly transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments or deposits 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 practicesBlocked Accounts into Agent's Account. Borrower, and (b) all cash payments received by Bank at any of its offices Affiliates, employees, agents or other Persons acting for or in Chicagoconcert with Borrower, 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: (i) if no Default has occurred and is continuing, 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, or (ii) if a Default has occurred and is continuing, 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. Obligors shall, acting as trustee for BankAgent, receive, as the sole and exclusive property of BankAgent, any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of ObligorsBorrower or any of Borrower's Affiliates, Obligors 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 Bank, the Blocked Accounts or to Agent at Bank’s its address set forthforth in subsection 10.4 below. ---------------

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 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: (i) if no Default has occurred and is continuing, 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, or (ii) if a Default has occurred and is continuing, 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. 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 forthforth below. The Obligors agree to pay to Agent any and all fees, costs and expenses which Agent incurs in connection with opening and maintaining the Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and the Obligors further agree to reimburse Agent and Lenders for any claims asserted by the Collecting Banks in connection with the Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's or Lenders' indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the operation of any Blocked Account.

Collection of Accounts and Payments. On or prior to the Closing Date, the Borrowers shall establish lock box accounts (the "Blocked Accounts") in the applicable Borrower's name with such banks as are acceptable to the Agent ("Collecting Banks") and enter into blocked account agreements among such Borrower, the Agent and each Collecting Bank (the "Blocked Account Agreements"). All Account Debtors shall directly remit all payments on Accounts into a Blocked Account and each Borrower will immediately deposit all cash payments made for Inventory or the provision of services or other cash payments constituting proceeds of Collateral received by it into a Blocked Account in the identical form in which such payment was made, whether by cash or check. On or prior to the Remittance Closing Date, each Borrower shall notify in writing each of its existing Account Debtors of the name and address of the Blocked Account to which each such Account Debtor shall be directed to remit all payments on its Accounts. In addition, the Lock Box Agent shall, on or prior to the Closing Date, establish a depository account at each Collecting Bank or at a centrally located bank (the "Depository Account"). Each Blocked Account Agreement shall provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and bailee-in-possession for the Agent, (ii) the Collecting Bank has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees or other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. Each Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Bank the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be held as Collateral by the sole and exclusive property of Bank and may be applied by Bank on account Agent, for the benefit of the Liabilities as follows: (a) Lenders, 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 application to the Revolving Loans on Obligations. Each Borrower shall irrevocably instruct each of its Collecting Banks that such Collecting Bank shall promptly transfer all payments or before deposits to the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” Blocked Accounts into the Agent's Depository Account in accordance with Bank’s customary practicesthe terms of the applicable Blocked Account Agreement. Each Borrower, and (b) all cash payments received by Bank at any of its offices Affiliates, employees, agents or other Persons acting for or in Chicagoconcert with such Borrower, 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: (i) if no Default has occurred and is continuing, 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, or (ii) if a Default has occurred and is continuing, 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. Obligors shall, acting as trustee for Bankthe Agent, receive, as the sole and exclusive property of Bankthe Agent, for the benefit of the Lenders, any monies, checks, notes, drafts or any other payment payments relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of Obligorssuch Borrower or any Affiliates, Obligors 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 deposited, in kind, into a Blocked Account or, at the direction of the Agent, shall remit the same, or cause the same to be remitted, in kind, to Bank, the Agent at Bank’s the Agent's address set forthforth in SUBSECTION 10.12. So long as no Default or Event of Default has occurred and is continuing, a Borrower may amend Exhibit 3.5 to add or replace a Blocked Account; PROVIDED that (i) the Agent shall have consented in advance to the opening of such account with the relevant bank and (ii) prior to the time of opening of such account (or such later dated as the Agent shall consent to in writing), such Borrower and such bank shall have executed and delivered to the Agent a Blocked Account Agreement in form and substance satisfactory to the Agent.