Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. On or prior to the Closing Date (subject to Paragraph M of the Conditions Rider), Obligors shall have established lockboxes and blocked accounts (collectively, “Blocked Accounts”) in 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 shall directly remit all payments on Accounts of Obligors and in which Obligors 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 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 (ii) all such payments received will be promptly transferred to Agent’s Account. 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 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. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or 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 Obligors, (ii) the Obligors shall have no obligation to 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 to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall not be given unless and 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 such Activation Notice be given or have consented thereto. 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.

Collection of Accounts and Payments. On or prior (a) Notwithstanding any provision to the Closing Date contrary contained herein, this Section 4.3(a) shall apply to all Borrowers other than Capmark Borrowers and their respective Account Debtors. Within thirty (subject to Paragraph M 30) days of the Conditions Rider)Closing Date, Obligors a blocked account (the “Commercial Blocked Account”) shall have been established lockboxes and blocked accounts in the Borrower’s name with Lender, pursuant to which Lender shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct (collectively, “Blocked within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than Account Debtors obligated on Government Accounts”) in Obligors’ names with such banks (“Collecting Banks”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to directly remit and to which all account debtors the Borrower shall directly remit all payments on Accounts of Obligors the Borrower (other than Government Accounts) and in which Obligors the Borrower will immediately deposit all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by in cash or by check. The Collecting Banks shall acknowledge and agreeIn addition, 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 on or prior to the Blocked Accounts are the sole and exclusive property of Agent and Canadian Facility AgentClosing Date, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and (ii) all such payments received will be promptly transferred to Agent’s Account. 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, (the “control” will Government Blocked Account”) shall have been established in the Borrower’s name with respect Lender, pursuant to such Blocked Accounts as defined in Section 9-104 of which 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 and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or in any other Loan Document, prior to the Activation Period: (i) the Obligors Borrower shall have sole dominion and control over the funds in the Government Blocked Accounts and the Collecting Banks shall transfer or apply funds on deposit therein Account in accordance with the instructions Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Obligors, (iiClosing Date) all Account Debtors obligated on Government Accounts to directly remit and to which the Obligors Borrower shall have no obligation to apply remit all payments on Government Accounts of the funds Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Commercial Blocked Accounts to reduce any Obligations, Account and the Lenders and Canadian Facility Lenders shall not have any right Government Blocked Account will be automatically transferred, on a daily basis, to cause such funds to a demand deposit account (the “Demand Deposit Account”). The Demand Deposit Account will 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 to direct how the funds established in the Blocked Accounts are appliedBorrower’s name with the Lender. An Activation Notice shall not be given unless and until either (i) Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Lender upon the occurrence of a Default or an Event of Default occurs or (ii) Excess Availability is less than $10,000,000 and, to cause all amounts deposited in the case Commercial Blocked Account to be automatically transferred, on a daily basis, to a concentration account at the Lender’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of this clause (ii), Requisite Lenders have directed that such Activation Notice be given or have consented thereto. 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.Default. In addition, upon the

Collection of Accounts and Payments. On or prior to the Closing Date (subject to Paragraph M of unless Administrative Agent in its sole discretion extends the Conditions Riderdate for execution and delivery thereof), Obligors shall have established lockboxes and a commercial blocked accounts account (collectively, the “Commercial Blocked AccountsAccount”) shall have been established in Obligors’ names Hospital District’s name with such banks (“Collecting Banks”) as are a depository bank acceptable to Administrative Agent in its sole discretion, pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower shall and shall cause Hospital District to direct (subject to irrevocable instructions acceptable to Agent as hereinafter set forthwithin sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities (other than Account Debtors obligated on Government Accounts) to directly remit and to which all account debtors Borrower shall directly and shall cause Hospital District to remit all payments on Accounts of Obligors Hospital District resulting from services provided at the Facilities (other than Government Accounts) and in which Obligors will Borrower shall and shall cause Hospital District to immediately deposit all payments made for Inventory services provided by Borrower or Hospital District at the Facilities and all other payments constituting proceeds of the Collateral (including the proceeds of Private Pay Accounts, but excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether in cash or by check. Notwithstanding anything to the contrary contained herein, in no event shall the phrase “Accounts resulting from services provided at the Facilities” or like phrases include Supplemental QIPP Accounts or Supplemental and IGT QIPP Payments. In addition, on or prior to the Closing Date (unless Administrative Agent in its sole discretion extends the date for execution and delivery thereof), a government blocked account (collectively, the “Government Blocked Account”) shall have been established in Hospital District’s name with a depository bank acceptable to Administrative Agent in its sole discretion, pursuant to which Hospital District shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower shall and shall cause Hospital District to direct (within sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities obligated on Government Accounts to directly remit and to which Borrower shall and shall cause Hospital District to remit all payments on Government Accounts of Borrower or Hospital District resulting from services provided at the Facilities and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether by in cash or by check. The Collecting Banks shall acknowledge and agreeAll amounts deposited in the Government Blocked Account will be automatically transferred, on a daily basis, to a respective Commercial Blocked Account. Until the occurrence of an Event of Default, all amounts deposited in the Commercial Blocked Account will be wire transferred, on at least a manner satisfactory weekly basis, to Agent, that a demand deposit account (the Collecting Banks have no right to setoff against the Blocked Accounts at any time“Demand Deposit Account”). 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 (ii) all such payments received Demand Deposit Account will be promptly transferred established in Borrower’s name with Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account and/or Demand Deposit Account to be automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, Illinois (the “Cash Collateral Account. 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, period of such Default or Event of Default. The Borrower hereby agrees that all payments made to such Blocked Accounts received in the Cash Collateral Account, 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 Administrative Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or 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 Obligors, (ii) the Obligors shall have no obligation to 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 to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall not be given unless and 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 such Activation Notice be given or have consented thereto. 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.,

Collection of Accounts and Payments. On or prior to the Closing Date Date, a lock box account (subject to Paragraph M of the Conditions Rider), Obligors “Lock Box Account”) shall have been established lockboxes and blocked accounts (collectively, “Blocked Accounts”) in Obligors’ 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) 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 of Obligors the Borrower and in which Obligors the Borrower will immediately deposit all payments made for Inventory of the Borrower or services provided by the Borrower and all other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by in cash or by check. The Collecting Banks shall acknowledge and agreeAll amounts deposited in the Lock Box Account will be automatically transferred, in on a manner satisfactory daily basis, pursuant to the Control Agreement to a concentration account at the Agent, that ’s bank (the Collecting Banks have no right to setoff against the Blocked Accounts at any time“Cash Collateral Account”). The Collecting Banks shall further acknowledge and agree, in a manner satisfactory to Agent, Borrower hereby agrees that during the Activation Period: (i) all payments made to the Blocked Accounts are Lock Box Account and subject to the sole Control Agreement and exclusive property of Agent and Canadian Facility Agentreceived in the Cash Collateral Account, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and (ii) all such payments received will be promptly transferred to Agent’s Account. 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 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 the Agent and Canadian Facility Agent, for their benefit and for the benefit of the Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits (to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or 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 extent of the Obligors, (ii) the Obligors shall have no obligation to 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 Liabilities). The Borrower further agrees that all payments made to the Blocked Accounts, or Lock Box Account and transferred to withdraw any funds from the Blocked Accounts, or to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall not Cash Collateral Account will be given unless and 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 such Activation Notice be given or have consented thereto. Borrower may amend any one or more applied on account of the Schedules referred Liabilities of the Borrower other than the Term Loan unless the Liabilities have been accelerated pursuant to in this Section 4 10.2 hereof. Agent shall be entitled to charge (subject solely for the benefit of the Agent) Borrower for one Business Day of ‘clearance’ at the rate then applicable under Section 2.6 to prior notice Revolving Loans on all collections that are received by Borrower and forwarded to Agent, as applicable) 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 representation, warranty, or covenant contained herein which refers to any outstanding monetary obligations; the effect of such Schedule shall from and clearance charge being the equivalent of charging interest on such collections through the completion of a period ending one Business Day 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 Schedulereceipt thereof.

Collection of Accounts and Payments. On or prior to the Closing Date (subject to Paragraph M of the Conditions Rider), Obligors Borrower shall have established lockboxes and establish blocked accounts (collectively, “the "Blocked Accounts”") in Obligors’ names and, upon Lender's request, lock box accounts (the "Lock Box Accounts") with Lender and with such banks (“Collecting Banks”) as are acceptable to Agent Lender (subject to irrevocable instructions acceptable to Agent as hereinafter set forthcollectively, the "Collecting Banks") to which all account debtors Account Debtors shall directly remit all payments on Accounts of Obligors and in which Obligors Borrower will immediately deposit all cash and other payments made for Inventory or and other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. If Lender has not requested that Borrower establish Lock Box Accounts, Borrower may receive payments from Account Debtors and shall immediately deposit all such payments on Accounts, cash and other payments made for Inventory and other payments constituting proceeds of Collateral, in the identical form in which payment was made, whether by cash or check or otherwise, in the Blocked Accounts or by daily delivery to Lender. Lender may request that Borrower establish Lock Box Accounts at any time after either (i) a Default or Event of Default has occurred or (ii) Lender believes in Good Faith that the payments required to be deposited in Blocked Accounts pursuant to this Agreement exceed the amount of the deposits so made or that the prospect for payment or performance of any of the Liabilities is otherwise impaired. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to AgentLender, that all payments made to the Blocked Accounts or Lock Box Accounts, as applicable, are the sole and exclusive property of Lender, that the Collecting Banks have no right to setoff against the Blocked Accounts at any time. The or Lock Box Accounts and that the Collecting Banks shall further acknowledge and agree, will wire or otherwise transfer immediately available funds in a manner satisfactory to AgentLender, funds deposited into the Blocked Accounts or Lock Box Accounts, as applicable, to Lender on a daily basis as soon as such funds are collected. Borrower hereby agrees 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 (ii) all such payments received will be promptly transferred to Agent’s Account. 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 made to such Blocked Accounts Locks or otherwise received by Agent and the Collecting Banks or Lender, whether on the Accounts or as proceeds of Borrower's other Collateral or otherwise otherwise, will be the sole and exclusive property of Agent Lender and Canadian Facility Agentwill be applied on account of Borrower's Liabilities as follows: (i) when collected, for their benefit collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Lender at its offices in Chicago, Illinois, Lender will credit (conditional upon final collection) all such payments to Borrower's Loan Account and (ii) all cash payments received by Lender at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Lender in time for the benefit of Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits posting to the Blocked Accounts into Agent’s Accountaccount of Lender on the date received, will be credited to Borrower's Loan Account immediately upon receipt. If any Obligor, or any if Borrower and each of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other Person those Persons acting for or in concert with any ObligorBorrower shall, shall during acting as trustee for Lender, receive, as the Activation Period receive sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Borrower's Accounts or other CollateralCollateral which come into the possession or under the control of Borrower or any of its Affiliates, such Obligor Subsidiaries, shareholders, directors, officers, employees, agents or such Person shall hold such instrument those Persons acting for or funds in trust for Agent, and, concert with Borrower and immediately upon receipt thereof, Borrower shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth below. Borrower agrees to pay to Lender any and all fees, costs and expenses which Lender incurs in connection with opening and maintaining the Lock Box Accounts and Blocked Accounts and depositing for collection by Lender any check or item of payment received and/or delivered to any Collecting Bank or Lender, respectively, on account of the Liabilities and Borrower further rse Lender for any claims asserted by the Collecting Banks in connection with Borrower's Blocked Accounts or Lock Box Accounts and any amounts paid to Agent at its address set forth in subsection 10.3 below. Notwithstanding any provision to Collecting Bank arising out of Lender's indemnification of such Collecting Bank against damages incurred by the contrary herein or in any other Loan Document, prior to the Activation Period: (i) the Obligors shall have sole dominion and control over the funds Collecting Bank in the operation of a Blocked Accounts and the Collecting Banks shall transfer Account or apply funds on deposit therein in accordance with the instructions of the Obligors, (ii) the Obligors shall have no obligation to 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 to direct how the funds in the Blocked Accounts are applied. An Activation Notice shall not be given unless and 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 such Activation Notice be given or have consented thereto. 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 ScheduleLock Box Account.

Collection of Accounts and Payments. On or prior to A blocked account (the Closing Date (subject to Paragraph M of the Conditions Rider), Obligors “Commercial Blocked Account”) shall have been established lockboxes in the Borrower’s name with Administrative Agent, pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance herewith and blocked accounts with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors (collectively, “Blocked other than Account Debtors obligated on Government Accounts”) in Obligors’ names with such banks (“Collecting Banks”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to directly remit and to which all account debtors the Borrower shall directly remit all payments on Accounts of Obligors the Borrower (other than Government Accounts) and in which Obligors the Borrower will immediately deposit all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all other payments constituting proceeds of the Collateral (excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether by in cash or by check. The Collecting Banks In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall acknowledge and agree, have been established in a manner satisfactory to the Borrower’s name with Administrative Agent, that pursuant to which the Collecting Banks Borrower shall have no right to setoff against control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors obligated on Government Accounts at any timeto directly remit and to which the Borrower shall remit all payments on Government Accounts of the Borrower and all other proceeds of such Government Accounts in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a daily basis, to a demand deposit account (the “Demand Deposit Account”). The Collecting Banks shall further acknowledge and agreeDemand Deposit Account will be established in the Borrower’s name with the Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a manner satisfactory Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account to be automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, that Illinois (the “Cash Collateral Account”) during the Activation Period: (i) period of such Default or Event of Default. In addition, upon the occurrence of a Default or an Event of Default the Borrower shall transfer, on a daily basis, all amounts in the Government Blocked Account to the Cash Collateral Account during the period of such Default or Event of Default. The Borrower hereby agrees that all payments made to the Commercial Blocked Accounts are Account, received in the sole and exclusive property of Agent and Canadian Facility AgentCash Collateral Account, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and (ii) all such payments received will be promptly transferred to Agent’s Account. 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 made to such Blocked Accounts or otherwise received by Agent and the Administrative 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 the Administrative Agent and Canadian Facility Agent, for their benefit and for the ratable benefit of Lenders the Lenders, the Issuing Lender and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits Administrative Agent (to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or 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 extent of the Obligors, (ii) the Obligors shall have no obligation to 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 Liabilities). The Borrower further agrees that all payments made to the Commercial Blocked Accounts, or Account and the Government Blocked Account and transferred to withdraw any funds from the Blocked Accounts, or to direct how Cash Collateral Account will be applied on account of the funds Liabilities of the Borrower as follows: (a) each day’s available balance in respect of checks and other instruments received by the Administrative Agent in the Blocked Accounts are applied. An Activation Notice Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Administrative Agent (conditional upon final collection) to the Borrower’s Loan Account and shall not be given unless reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and until either (ib) an Event of Default occurs or (ii) Excess Availability is less than $10,000,000 and, all cash payments received by the Administrative Agent in the case Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of this clause (ii), Requisite Lenders have directed that such Activation Notice be given or have consented thereto. Borrower may amend any one or more of immediately available funds received by the Schedules referred to in this Section 4 (subject to prior notice to Administrative Agent, as applicable) and any representation, warranty, or covenant contained herein which refers will be credited by the Administrative Agent to any the Borrower’s Loan Account on the receipt of immediately available funds by the Administrative Agent. If during the period of 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 Default, the Borrower (or any director, officer, employee, affiliate, or agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower hereby agrees that exists notwithstanding all such payments shall be the amendment sole and exclusive property of the Administrative Agent (to the extent of the Liabilities), and the Borrower shall hold such Schedulepayments in trust as the Administrative Agent’s trustee and immediately deliver said payments to the Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Administrative Agent any and all reasonable fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Administrative Agent any check or item of payment received and/or delivered to the Administrative Agent on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Administrative Agent in the identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Administrative Agent within five (5) Business Days of receipt, the Administrative Agent for the Lenders shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Administrative Agent. The Administrative Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount.

Collection of Accounts and Payments. On or prior to Within thirty (30) days of the Closing Date Date, a blocked account (subject the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Lender, pursuant to Paragraph M which Lender shall have control over the Commercial Blocked Account in accordance with the Commercial Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Conditions Rider), Obligors shall have established lockboxes and blocked accounts Closing Date) all Account Debtors (collectively, “Blocked other than Account Debtors obligated on Government Accounts”) in Obligors’ names with such banks (“Collecting Banks”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to directly remit and to which all account debtors the Borrower shall directly remit all payments on Accounts of Obligors the Borrower (other than Government Accounts) and in which Obligors the Borrower will immediately deposit all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by in cash or by check. The Collecting Banks shall acknowledge and agreeIn addition, 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 on or prior to the Blocked Accounts are the sole and exclusive property of Agent and Canadian Facility AgentClosing Date, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and (ii) all such payments received will be promptly transferred to Agent’s Account. 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, (the “control” will Government Blocked Account”) shall have been established in the Borrower’s name with respect Lender, pursuant to such Blocked Accounts as defined in Section 9-104 of which 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 and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral, such Obligor or such Person 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. Notwithstanding any provision to the contrary herein or in any other Loan Document, prior to the Activation Period: (i) the Obligors Borrower shall have sole dominion and control over the funds in the Government Blocked Accounts and the Collecting Banks shall transfer or apply funds on deposit therein Account in accordance with the instructions Government Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Obligors, (iiClosing Date) all Account Debtors obligated on Government Accounts to directly remit and to which the Obligors Borrower shall have no obligation to apply remit all payments on Government Accounts of the funds Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Commercial Blocked Accounts to reduce any Obligations, Account and the Lenders and Canadian Facility Lenders shall not have any right Government Blocked Account will be automatically transferred, on a daily basis, to cause such funds to a demand deposit account (the “Demand Deposit Account”). The Demand Deposit Account will 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 to direct how the funds established in the Blocked Accounts are applied. An Activation Notice shall not be given unless and 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 such Activation Notice be given or have consented thereto. 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.the