Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. The Borrowers shall establish ----------------------------------- such blocked accounts or lockbox accounts as Lender may require, into which the Borrowers will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such accounts are the sole and exclusive property of Lender, that the Depository Banks have no right of setoff against the funds in such accounts and that the Depository Banks will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts to Lender on a daily basis as soon as such funds are collected. The Borrowers hereby agree that all payments made to such accounts or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received through such accounts to the Loan Account. The Borrowers and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers and all Persons acting for or in concert with the Borrowers who receive any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control shall, acting as trustee for Lender, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender. The Borrowers agree to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers further agree to reimburse Lender for any claims asserted by any Depository Bank in connection with any account or any returned or uncollected checks received by any Depository Bank for deposit in the accounts.

Collection of Accounts and Payments. The Borrowers Borrower shall establish ----------------------------------- such blocked accounts a special account in Borrower's name with a bank acceptable to Lender in its reasonable discretion ("Depository Bank") to which Borrower shall direct all of its Account Debtors to remit all payments. In addition, if Borrower receives any remittances or lockbox accounts as Lender may requireproceeds of the Collateral, into which the Borrowers Borrower will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such accounts special account are the sole and exclusive property of Lender, that the Depository Banks have Bank has no right of setoff against the funds in such accounts special account and that the Depository Banks Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts special account to Lender on a daily basis as soon as such funds are collected. The Borrowers Borrower hereby agree agrees that all payments made to such accounts special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, Lender will immediately credit (conditional upon final collection) all payments received through such accounts the special account to the Loan Account. The Borrowers Borrower and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the Borrowers who receive sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control shall, acting as trustee for Lender, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.10. The Borrowers agree Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts special account and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers Borrower further agree agrees to reimburse Lender for any claims asserted by any Depository Bank in connection with any the special account or any returned or uncollected checks received by any Depository Bank for deposit in the accountsspecial account.

Collection of Accounts and Payments. The Borrowers shall establish ----------------------------------- such blocked accounts or lockbox accounts as Lender may requireBorrower has established a special account (the "Special Deposit Account") in Borrower's name with NationsBank of Texas, into N.A. ("Depository Bank") to which the Borrowers Borrower will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such accounts special account are the sole and exclusive property of Lender, that the Depository Banks have Bank has no right of setoff against the funds in such accounts special and that the Depository Banks Bank will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts special account to Lender on a daily basis as soon as such funds are collected. The Borrowers Borrower hereby agree agrees that all payments made to such accounts special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received through such accounts the special account to the Revolving Loan AccountAccount on the Business Day that Lender is in receipt of good funds. The Borrowers Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the Borrowers who receive sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control shall, acting as trustee for Lender, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 13.11 or deposit such items in the special account at the Depository Bank. The Borrowers agree Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts special account and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers Borrower further agree agrees to reimburse Lender for any claims asserted by any Depository Bank in connection with any account its Special Deposit Account or any returned or uncollected checks received by any Depository Bank for deposit in the accountsSpecial Deposit Account.

Collection of Accounts and Payments. The Borrowers shall establish ----------------------------------- such blocked accounts or lockbox accounts as Lender may require, into which the Borrowers Borrower will immediately deposit or cause the deposit of all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") shall acknowledge and agree, in a manner satisfactory to Lenderspecial lock box account number 77-6132 with AMERICAN NATIONAL BANK, DEPT. 77-6132, CHIXXXX, XX 00000-0000 ("DEPOSITORY BANK"). Borrower agrees that all payments made to such accounts are the sole and exclusive property of Lender, that the Depository Banks have no right of setoff against the funds in such accounts and that the Depository Banks will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts to Lender on a daily basis as soon as such funds are collected. The Borrowers hereby agree that all payments made to such accounts special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such On the same Business Day of Lender's receipt of funds are received by Lendereligible to be wired from the Depository Bank, Lender will credit (conditional upon final collection) all payments received through such accounts to against the Loan AccountLiabilities. The Borrowers Borrower and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the Borrowers who receive sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control shall, acting as trustee for Lender, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereofreceipt, shall remit the same or cause the same to be remitted, in kind, to Lender, at Lender's address set forth in Section 10.10. The Borrowers agree Borrower agrees to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts special account and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers Borrower further agree agrees to reimburse Lender for any claims asserted by any Depository Bank in connection with any the special account or any returned or uncollected checks received by any Depository Bank for deposit in the accountsspecial account.

Collection of Accounts and Payments. The On or prior to the Closing Date, Borrowers shall establish ----------------------------------- such 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 lockbox accounts as Lender may require, into hereafter directed by Borrowers to remit payments to the New Hyde Park P.O. Box) and in which the Borrowers will immediately deposit all remittances and payments constituting proceeds of Collateral (including payments received into the Collateral New Hyde Park P.O. Box) in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") Collecting Banks shall acknowledge and agree, in a manner satisfactory to LenderAgent, that all payments made to such accounts the Blocked Accounts are the sole and exclusive property of LenderAgent, for the benefit of Lenders, and that the Depository Collecting Banks have no right of setoff against the funds in such accounts Blocked Accounts, and that all such payments received will, upon written direction from Agent to the Depository Banks will wireCollecting Banks, or otherwise transfer immediately available funds in a manner satisfactory be promptly transferred to Lender, funds deposited in such accounts to Lender on a daily basis as soon as such funds are collectedAgent's Account. The Borrowers hereby agree that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such accounts Blocked Accounts or otherwise received by Lender, Agent and whether on the Accounts or as proceeds of other Collateral or otherwise, otherwise will be the sole and exclusive property of Lender and will be applied on account Agent, for the benefit of the LiabilitiesLenders. After allowing one (1) business day for collection after such funds are received by LenderBorrowers, Lender will credit (conditional upon final collection) all payments received through such accounts to the Loan Account. The Borrowers and any of their Affiliates, shareholders, directors, officers, employees, agents of the Borrowers and all or other Persons acting for or in concert with any Borrower, shall, acting as trustee for Agent, receive, as the Borrowers who receive sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their the possession or under their the control shallof any Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting as trustee for Lenderor in concert with any Borrower, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to Lenderthe Blocked Accounts or, upon written direction from Agent, to Agent at its address set forth in subsection 10.4. The Borrowers agree 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 pay transfer payments from the Blocked Accounts, or require funds remitted to Lender any 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 all fees, costs Agent may assume ownership and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account control of the Liabilities New Hyde Park P.O. Box and may instruct Borrowers to direct all account debtors who remit payments to the Borrowers further agree New Hyde Park P.O. Box to, instead, remit payments directly to reimburse Lender for any claims asserted by any Depository Bank in connection with any account one or any returned or uncollected checks received by any Depository Bank for deposit in more of the accountsBlocked Accounts.

Collection of Accounts and Payments. The Borrowers Upon the occurrence of an Event of Default and at any time while an uncured or non-waived Event of Default exists, if requested by Lender, Borrower shall establish ----------------------------------- such blocked lock boxes and depository accounts or lockbox ("BLOCKED ACCOUNTS") in Borrower's name with such banks as are acceptable to Lender (subject to Bank Agency Agreements and to irrevocable instructions acceptable to Lender as hereinafter set forth) to which all account debtors shall directly remit all payments on accounts as Lender may require, into and in which the Borrowers Borrower will 44 45 immediately deposit all remittances and proceeds cash payments made for inventory or other cash payments constituting Proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, Borrower hereby agrees that all immediately available funds received in the "Depository Banks") Blocked Accounts shall acknowledge and agree, in a manner satisfactory on the Business Day of receipt be forwarded to Lender. All payments received by Lender, that all payments whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Lender and whether on the accounts or as Proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender. Lender may settle, compromise, extend or renew the indebtedness of such account debtors. Borrower hereby constitutes and appoints Lender and all Persons designated by Lender for that purpose as the Borrower's true and lawful attorney-in-fact, with power to endorse Borrower's name to any of the items of payment or Proceeds described in this SECTION 11.5, and all Proceeds of Collateral that come into Lender's possession or under Lender's control. Both the appointment of Lender as Borrower's attorney and Lender's rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, that the Depository Banks have no right of setoff against the funds in such accounts and that the Depository Banks will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts to Lender on a daily basis as soon as such funds are collected. The Borrowers hereby agree that all payments made to such accounts or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received through such accounts to the Loan Account. The Borrowers and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers and all Persons acting for or in concert with the Borrowers who receive any monies, checks, notes, drafts or any other payments relating to or proceeds and/or Proceeds of Accounts accounts or other Collateral which come into their the possession or under their the control shallof Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting as trustee for Lenderor in concert with Borrower, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to Lender. The Borrowers agree to pay the Blocked Accounts or to Lender any and all fees, costs and expenses (if any) which Lender incurs at its address set forth in connection with opening and maintaining the accounts and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers further agree to reimburse Lender for any claims asserted by any Depository Bank in connection with any account or any returned or uncollected checks received by any Depository Bank for deposit in the accountsSECTION 12.14 below.