Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. On or prior to the Closing Date, Borrowers shall establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrowers' names with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")) to which all account debtors shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) and in which Borrowers will immediately deposit all payments constituting proceeds of Collateral (including payments received into the New Hyde Park P.O. Box) 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, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts, and that all such payments received will, upon written direction from Agent to the Collecting Banks, be promptly transferred to Agent's Account. Borrowers hereby agree 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, for the benefit of Lenders. Borrowers, and any of their Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, 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 any Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or, upon written direction from Agent, to Agent at its address set forth in subsection 10.4. Notwithstanding the foregoing, unless an Event of Default has occurred or Unused Availability shall decrease below $2,500,000, Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts, or require funds remitted to the P.O. Box to be transferred to, Agent's Accounts. If an Event of Default shall occur or Unused Availability shall decrease below $2,500,000, Agent may direct the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box to, instead, remit payments directly to one or more of the Blocked Accounts.

Collection of Accounts and Payments. On or prior to the Closing DateDate (subject to Paragraph M of the Conditions Rider), Borrowers Obligors shall establish have established lockboxes and blocked accounts (collectively, "“Blocked Accounts"”) in Borrowers' Obligors’ names with such banks ("“Collecting Banks"”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")forth) to which all account debtors shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) of Obligors and in which Borrowers Obligors will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including payments received into the New Hyde Park P.O. Box) 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 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 their benefit and for the benefit of Lenders and Canadian Facility Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts, and that (ii) all such payments received will, upon written direction from Agent to the Collecting Banks, will be promptly transferred to Agent's ’s Account. Borrowers Obligors hereby 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 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 and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. BorrowersObligors shall irrevocably instruct each Collecting Bank to promptly transfer, and during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any of their Obligor, or any if its Affiliates, employees, agents or other Persons Person acting for or in concert with any BorrowerObligor, shall, acting as trustee for Agent, receive, as shall during the sole and exclusive property of Agent, Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession Collateral, such Obligor or under the control of any Borrower such Person shall hold such instrument or any of Borrower's Affiliatesfunds in trust for Agent, employeesand, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or, upon written direction from Agent, or to Agent at its address set forth in subsection 10.410.3 below. Notwithstanding any provision to the foregoingcontrary herein or in any other Loan Document, unless an Event of Default has occurred or Unused Availability prior to the Activation Period: (i) the Obligors shall decrease below $2,500,000, Agent shall not direct 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 Obligors, (ii) the Obligors shall have no obligation to transfer apply the funds in 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 (iii) neither the Agent nor the Canadian Facility Agent shall have any right to endorse or collect any payments made to the Blocked Accounts, or to withdraw any funds from the Blocked Accounts, or require to direct how the funds remitted to in the P.O. Box to Blocked Accounts are applied. An Activation Notice shall not be transferred to, Agent's Accounts. If given unless and until either (i) an Event of Default shall occur occurs or Unused (ii) Excess Availability shall decrease below is less than $2,500,00010,000,000 and, Agent in the case of this clause (ii), Requisite Lenders have directed that such Activation Notice be given or have consented thereto. Borrower may direct the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box to, instead, remit payments directly to amend any one or more of the Blocked AccountsSchedules 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.

Collection of Accounts and Payments. On or prior to the Closing Date, Borrowers a lock box account (the “Lock Box Account”) shall establish lockboxes and blocked accounts (collectively, "Blocked Accounts") have been established in Borrowers' names the Borrower’s name with such banks ("Collecting Banks") as are one or more lending institutions acceptable to the Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")) pursuant to which the Borrower shall direct in writing all account debtors Account Debtors to directly remit and to which the Borrower shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on of the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) Borrower and in which Borrowers the Borrower will immediately deposit all payments constituting made for Inventory of the Borrower or services provided by the Borrower and all other proceeds of Collateral (including payments received into the New Hyde Park P.O. Box) in the identical form in which such payment was made, whether by in cash or by check. All amounts deposited in the Lock Box Account will be automatically transferred, on a daily basis, pursuant to the Control Agreement to a concentration account at the Agent’s bank (the “Cash Collateral Account”). The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, Borrower hereby agrees that all payments made to the Blocked Accounts are the sole Lock Box Account and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts, and that all such payments received will, upon written direction from Agent subject to the Collecting BanksControl Agreement and received in the Cash Collateral Account, be promptly transferred to Agent's Account. Borrowers hereby agree 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 the Agent, whether on in respect of the Accounts of the Borrower or as proceeds of other Collateral or otherwise otherwise, will be the sole and exclusive property of Agent, the Agent for the benefit of Lendersthe Lenders (to the extent of the Liabilities). Borrowers, The Borrower further agrees that all payments made to the Lock Box Account and transferred to the Cash Collateral Account will be applied on account of the Liabilities of the Borrower other than the Term Loan unless the Liabilities have been accelerated pursuant to Section 10.2 hereof. Agent shall be entitled to charge (solely for the benefit of the Agent) Borrower for one Business Day of ‘clearance’ at the rate then applicable under Section 2.6 to Revolving Loans on all collections that are received by Borrower and forwarded to Agent hereunder. This across-the-board one Business Day clearance charge on all collections of Borrower is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of Borrower and shall apply irrespective of whether or not there are any outstanding monetary obligations; the effect of their Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, shall, acting as trustee for Agent, receive, as such clearance charge being the sole and exclusive property equivalent of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds charging interest on such collections through the completion of Accounts or other Collateral which come into a period ending one Business Day after the possession or under the control of any Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or, upon written direction from Agent, to Agent at its address set forth in subsection 10.4. Notwithstanding the foregoing, unless an Event of Default has occurred or Unused Availability shall decrease below $2,500,000, Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts, or require funds remitted to the P.O. Box to be transferred to, Agent's Accounts. If an Event of Default shall occur or Unused Availability shall decrease below $2,500,000, Agent may direct the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box to, instead, remit payments directly to one or more of the Blocked Accounts.

Collection of Accounts and Payments. On or prior to the Closing Date, Borrowers Borrower shall establish such lockboxes and blocked depository accounts (collectively, "Blocked Accounts") in Borrowers' names with such banks ("Collecting Banks") as are reasonably acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")) to which all account debtors shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) of Borrower and in which Borrowers Borrower will immediately deposit all cash payments made for Inventory or other cash payments constituting proceeds of Collateral (including payments received into the New Hyde Park P.O. Box) in the identical form in which such payment was made, whether by cash or check. The Collecting Banks 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 the benefit of Lenders, and Agent may deliver a notice that the Collecting Banks have no right of setoff against all funds in the Blocked Accounts, and that all such payments received will, upon written direction from Agent to the Collecting Banks, Accounts shall be promptly transferred to Agent's Account. Borrowers Agent and, in such event, Borrower hereby agree 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 Lenders. BorrowersBorrower, and any of their its Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, 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 any Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts orAccounts, upon written direction from Agent, 's Account or to Agent at its address set forth in subsection 10.4. Notwithstanding the foregoing, unless an Event of Default has occurred or Unused Availability shall decrease below $2,500,000, Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts, or require funds remitted to the P.O. Box to be transferred to, Agent's Accounts. If an Event of Default shall occur or Unused Availability shall decrease below $2,500,000, Agent may direct the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box to, instead, remit payments directly to one or more of the Blocked Accounts9.6 below.

Collection of Accounts and Payments. On or prior to As promptly as practicable and in any event within 60 days following the Closing First Amendment Date, Borrowers Borrower shall establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in Borrowers' names its name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")forth) to which all account debtors of Borrower shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) of Borrower and in which Borrowers Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Borrower Collateral (including payments received into the New Hyde Park P.O. Box) in the identical form in which such payment was made, whether by cash or checkcheque. 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 their benefit and for the benefit of Lenders, Lenders and that the Collecting Banks have no right of setoff against the Blocked Accounts, US Facility Lenders and that (ii) all such payments received will, upon written direction from Agent to the Collecting Banks, will be promptly transferred to Agent's Account. Borrowers Borrower hereby agree 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 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 Borrower Collateral or otherwise will be the sole and exclusive property of Agent and US Facility Agent, for their benefit and for the benefit of Lenders and US Facility Lenders. BorrowersBorrower shall irrevocably instruct each Collecting Bank to promptly transfer, and during the Activation Period, all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, or any of their its Affiliates, employees, agents or other Persons Person acting for or in concert with any Borrower, shall, acting as trustee for Agent, receive, as shall during the sole and exclusive property of Agent, Activation Period receive any monies, checkscheques, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Collateral which come into the possession Borrower Collateral, Borrower shall cause such Person to hold such instrument or under the control of any Borrower or any of Borrower's Affiliatesfunds in trust for Agent, employeesand, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or, upon written direction from Agent, or to Agent at its address set forth in subsection 10.4SUBSECTION 10.3 below. Notwithstanding any provision to the foregoingcontrary herein or in any other Loan Document, unless an Event of Default has occurred or Unused Availability prior to the Activation Period: (i) Borrower shall decrease below $2,500,000, Agent shall not direct 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 transfer apply the funds in the Blocked Accounts to reduce any 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 collect any payments made to the Blocked Accounts, or to withdraw any funds from the Blocked Accounts, or require to direct how the funds remitted to in the P.O. Box to Blocked Accounts are applied. An Activation Notice shall not be transferred to, Agent's Accounts. If given unless and until either (i) an Event of Default shall occur occurs or Unused (ii) Excess Availability shall decrease below $2,500,000is less than US$10,000,000 and, Agent may direct in the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control case of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box tothis clause (ii), instead, remit payments directly to one Requisite Lenders have directed that such Activation Notice be given or more of the Blocked Accountshave consented thereto.

Collection of Accounts and Payments. On or prior to As promptly as practicable and in any event within 60 days following the Closing Date, Borrowers Obligors shall establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in BorrowersObligors' names with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth and contained in agreements in form and substance acceptable to Agent among the applicable Borrowers and Collecting Banks and Agent ("Blocked Account Agreements")forth) to which all account debtors shall directly remit all payments on Accounts (other than those account debtors who, in accordance with Borrowers' business practices as in effect on the Closing Date, are now or hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) of Obligors and in which Borrowers Obligors will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including payments received into the New Hyde Park P.O. Box) 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 and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts, Accounts and that all such payments received will, upon written direction from Agent to the Collecting Banks, will be promptly transferred to Agent's Account. Borrowers Obligors hereby agree 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 and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. BorrowersObligors shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If any Obligor, and or any of their if its Affiliates, employees, agents or other Persons Person acting for or in concert with any BorrowerObligor, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession Collateral, such Obligor or under the control of any Borrower such Person shall hold such instrument or any of Borrower's Affiliatesfunds in trust for Agent, employeesand, agents or other Persons acting for or in concert with any Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or, upon written direction from Agent, or to Agent at its address set forth in subsection 10.4SUBSECTION 10.3 below. Notwithstanding the foregoing, unless an Event of Default has occurred or Unused Availability shall decrease below $2,500,000, Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts, or require funds remitted to the P.O. Box to be transferred to, Agent's Accounts. If an Event of Default shall occur or Unused Availability shall decrease below $2,500,000, Agent Borrower may direct the Collecting Banks to transfer funds from the Blocked Accounts to Agent's Account and Agent may assume ownership and control of the New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the New Hyde Park P.O. Box to, instead, remit payments directly to amend any one or more of the Blocked AccountsSchedules 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.