Common use of Collection of Accounts; Payments Clause in Contracts

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Subject to the contraryfollowing sentence, the Grantor each Loan Party shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agentsuch Loan Party, subject to a Blocked Account Agreement. On or prior to To the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to extent that the Agent has dominion and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds control of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsAccounts under the DIP Loan Agreement on the Closing Date, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in release such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent control and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account dominion as a Revolving Loan. So long as Combined Availability Threshold Event or an Event of Default has occurred and is continuing, does not exist as of the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivedClosing Date.

Collection of Accounts; Payments. (a) Until During an Accounts Availability Triggering Event, the Collateral Agent notifies shall have the Grantor right to apply funds on deposit in or credited to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Primary Payment Account established for to any outstanding Loans and the account of Borrowers shall have the Grantor at a Clearing Bank acceptable to the Agentright, subject to the terms and conditions of the ABL Credit Agreement, to request Borrowings thereunder and direct the disposition of Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all Obligations are paid and performed in full or a Blocked substitute Primary Payment Account Agreement(which shall be a Controlled Account) has been opened and designated as the Primary Payment Account. On or prior Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of the ABL Credit Agreement to give instructions as to the date hereofwithdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Non-Exempt Deposit Account, or the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Primary Payment Account, or as to any other matters relating to any of the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited forgoing without further consent by such Grantorof the Loan Parties. The Collateral Agent’s power under the ABL Credit Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Non-Exempt Deposit Account with the Collateral Agent or the Agent’s designee may, at as to any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned matters relating to the Agent foregoing includes, without limitation, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented to such accounts for payment (it being understood that to the extent the terms and conditions of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuingABL Credit Agreement for Borrowings are satisfied, the Grantor, at applicable Loan Party may request the Agent’s request, shall execute and deliver Administrative Agent to the Agent honor items presented to such documents as the Agent shall require to grant the Agent access to any post office box in which collections accounts for payment with proceeds of Accounts (other than the Other Affiliate Accounts) are receivedLoans).

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the such Grantor at a Clearing Bank reasonably acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the each Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent. The Each Grantor shall instruct all of its Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the a Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the a Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Grantors shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Grantors' Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until Effective on the Agent notifies Closing Date the Grantor to the contrary, the Grantor Loan Parties shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account “Primary Payment Account”) with the Collateral Agent into which all Account collections and other proceeds of Revolving Facility First Lien Collateral will be deposited (and the Grantor at a Clearing Bank acceptable Loan Parties shall promptly transfer to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Primary Payment Account any such collections or directly by the Grantor proceeds on deposit in or the Agent, and all funds in credited to any other Payment Account or other account account, or received directly by any Loan Party), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to which such collections are deposited make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall be have the right to apply funds on deposit in or credited to the Primary Payment Account to any outstanding Revolving Loans and the Borrowers shall have the right, subject to such Grantor’s control unless a Cash Dominion Period existsthe terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in which case full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be the only Person entitled entitled, during an Accounts Availability Triggering Event, for purposes of this Agreement to give instructions as to the Clearing Bank instructions directing dispositions withdrawal or disposition of funds in such from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or other deposit account to which such collections are deposited without further consent by such Grantor. The with the Collateral Agent or the Agent’s designee may, at as to any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned matters relating to the Agent and of the Agent’s security interest thereinforegoing includes, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as without limitation, during an Event of Default has occurred and is continuingAccounts Availability Triggering Event, the Grantor, at the Agent’s request, shall execute and deliver power to the Agent give stop payment orders for any items being presented to such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivedaccounts for payment.

Collection of Accounts; Payments. (a) Until Within 120 days after the Agent notifies the Grantor to the contraryClosing Date, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts“Primary Payment Account”) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any collections and proceeds of Accounts Revolving Facility Senior Collateral (other than as defined in the Other Affiliate Accounts), it shall receive such payments as the Agent’s trusteeSenior Lender Intercreditor Agreement) will be deposited, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank Borrowers hereby agree that, if an Availability Triggering Event or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s request, shall execute and deliver power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. Beginning on or after the Maturity Date, (a) Until until the Agent Secured Party notifies the Grantor Debtor to the contrary, the Grantor Debtor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentSecured Party, shall receive all payments as the Agent’s Secured Party's trustee, and shall shall, if so requested in writing by the Secured Party, immediately deliver all payments in their original form duly endorsed in blank to the Secured Party or, during the existence of a Default if so requested in writing by the Secured Party, shall deposit the same into a Payment Account blocked deposit account established for the account of the Grantor Debtor at a Clearing Bank bank acceptable to the Agent, Secured Party and subject to a Blocked Account Agreement. On or prior documentation reasonably acceptable to the date hereofSecured Party. When an Event of Default exists, if the Debtor is so requested in writing by the Secured Party, the Grantor Debtor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent Secured Party and subject pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the AgentSecured Party. The Grantor If such lock-box service is established, the Debtor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Debtor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Secured Party's trustee, and shall immediately deliver such payments to the Agent Secured Party in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may directblank. All collections received in any such lock-box or Payment Account blocked deposit account or directly by the Grantor or the AgentSecured Party, and all funds in any Payment Account or other blocked deposit account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorSecured Party's sole control. The Agent Secured Party or the Agent’s Secured Party's designee may, at any time after the occurrence of when an Event of DefaultDefault exists, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Secured Party and of the Agent’s Secured Party's security interest therein, and may collect them directly and charge the collection costs and out-of-pocket expenses to the Loan Account as a Revolving LoanDebtor. So long as an Event of Default has occurred and is continuing, the GrantorDebtor, at the Agent’s Secured Party's written request, shall execute and deliver to the Agent Secured Party such documents as the Agent Secured Party shall require to grant the Agent Secured Party access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account established for the account of the Grantor Grantors at a Clearing Bank clearing bank acceptable to the Agent, subject to a Blocked Account Agreementblocked account agreement. On or prior to the date hereofIn addition, the Grantor Grantors shall establish maintain a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank clearing bank acceptable to the Agent and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent. The Grantor Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box service or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantorthe Agent’s sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Grantors shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.;

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrowers’ Agent to the contrary, the Grantor Grantors shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Grantors at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement; provided, that, prior to the Dominion Date, Grantors shall have access to and full use of all such collections deposited into a Payment Account. On or prior to the date hereof, the Grantor Grantors shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver deposit such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account; provided, as that, prior to the Agent may directDominion Date, Grantors shall have access to and full use of all such amounts deposited into a Payment Account. All On and after the Dominion Date, all collections received in any lock-box or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited deposited, shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent sole control and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, withdrawals by Grantors shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivednot be permitted.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent's request, subject to a Blocked Account Agreementas the Agent may direct. On or prior to If the date hereofAgent requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent and subject the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lock-box service is established, Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, 's trustee and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Agent and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Agent's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Each Option Care Person shall (and all invoices and claim forms with respect to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accountsshall) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly only to a Lockbox or a Blocked Account (each Lender acknowledges that payments by patients made at the address established for time that a patient is receiving goods and services at a facility of an Option Care Person would not be invoiced to such servicepatient). If, notwithstanding such instructions, the Grantor any Option Care Person receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the trustee for the Lenders' Agent’s trustee, and shall immediately deliver such payments to the Lenders' Agent in their original form duly endorsed in blank or deposit them into a Lockbox, Blocked Account or a Payment Account, as the Lenders' Agent may direct; PROVIDED, HOWEVER, that each Option Care Person may maintain a separate account with a local financial institution (each a "LOCAL ACCOUNT") for the deposit of walk-in payments from patients and walk-in payments for durable medical equipment from customers; provided, further, that (i) each Option Care Person shall deposit such walk-in payments in a Local Account not later than the first Business Day after receiving such walk-in payments, (ii) each Option Care Person shall cause all available amounts in such Local Accounts to be transferred by wire transfer or automated clearinghouse transfer to a Blocked Account during the last week of each month, and (iii) no Option Care Person shall withdraw any funds on deposit in any Local Account or permit funds on deposit in any Local Account to be transferred other than in accordance with this sentence (provided that this clause (iii) shall not prevent the Option Care Persons from writing checks on a Local Account for the sole purpose of refunding some or all of such walk-in payments to the Person or Persons who made such walk-in payments). All Except as otherwise provided under applicable law with respect to Accounts owed by Government Account Debtors, all collections received in any lock-box such Lockbox, Blocked Account or Payment Account or directly by the Grantor any Option Care Person or the Lenders' Agent, and all funds in any Lockbox, Blocked Account or Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lenders' Agent and subject to give the Clearing Bank instructions directing dispositions sole control of funds the Lenders' Agent and shall be applied by the Lenders' Agent subject to and in such Payment Account or other account to which such collections are deposited without further consent by such Grantoraccordance with the terms of SECTION 4.3. The Lenders' Agent or the Agent’s designee of the Lenders' Agent may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Lenders' Agent and of the Agent’s security interest Security Interest therein, and may collect them directly (except to the extent prohibited under applicable law with respect to Accounts owed by Government Account Debtors) and charge the collection costs and expenses to the Loan Account loan account of Option Care as a Revolving Loan. So long as an Event At the request of Default has occurred and is continuingthe Lenders' Agent, the Grantor, at the Agent’s request, each Option Care Person shall execute and deliver to the Lenders' Agent such documents as the Lenders' Agent shall require to grant the Lenders' Agent access to any post office box box, lockbox or bank account in which collections of Accounts (other than the Other Affiliate Accounts) are receivedreceived or deposited.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor The Borrowers shall establish a lock-box service for collections of all Accounts (other than the Other Affiliate AccountsAccounts collected in Canada) at a one or more Clearing Bank Banks acceptable to the Agent and subject to a Blocked Account Agreement and and/or other documentation acceptable to the Agent. At the request of the Agent, each of the Borrowers' collection accounts not already subject to a Blocked Account Agreement shall be made subject to a Blocked Account Agreement. The Grantor Borrowers shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor any Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor any Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrowers shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuation of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrowers, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor The Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a maintain lock-box service for collections of Accounts (accounts and other than lock-box arrangements reasonably satisfactory to the Other Affiliate Accounts) at a Clearing Bank Agent with such banks as are reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct which all Account Debtors shall be instructed to make all payments directly to the address established for such serviceon Accounts. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of Accounts the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the Other Affiliate Accountsaggregate at any one time), it whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such Payments to be deposited not less often than daily in one of the lock-box accounts referred to above or in a Payment Account. All funds in such lock-box accounts shall receive such payments as be transferred on each Business Day to one or more concentration accounts designated by the Agent with a bank reasonably acceptable to the Agent’s trustee, . Each bank requested by the Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall immediately execute and deliver such payments to the Agent such agreements, in their original form duly endorsed in blank or deposit them into a Payment Accountand substance satisfactory to the Agent, as the Agent may directshall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. All collections received in any lock-box or Payment Account or directly by the Grantor or the AgentEach agreement with a bank at which a concentration account is established shall provide, and among other things, that all funds in any Payment Account or other deposited into such account to which such collections are deposited shall be subject transferred directly to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantoron a daily basis. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require requires to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor The Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the AgentAgreement. The Grantor Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or such Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantorthe Borrower’s control unless a at any time prior to the Cash Dominion Period existsTrigger Date, and upon the earlier to occur of (i) three (3) Business Days following any such date, or (ii) the occurrence of a Default or an Event of Default (in which case either case, a “Cash Dominion Event”), the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions disposition of funds in such Payment Account or other account to which such collections are deposited without further consent by the Borrower; provided, however, that upon and after a Cash Dominion Event, no collections received in such Grantor. Payment Account or other account may be used to fund an account maintained with the Bank solely for the purpose of holding cash collateral and cash equivalent that secure obligations of the Parent and its Subsidiaries in respect of Bank Products, letters of credit and other financial accommodations provided from time to time by the Bank and which are subject to a Lien in favor of the Bank permitted under clause (l) of the definition of “Permitted Liens.” The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the each Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent Lender and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the AgentLender. The Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the a Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the a Grantor or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Trigger Period exists, in which case the Agent Lender shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor; provided, that, if a Cash Dominion Trigger Period exists and no Event of Default has occurred and is continuing, the Lender shall make available to the Grantors any funds in such Payment Account after application of such funds to the repayment of any outstanding Revolving Loans. The Agent Lender or the AgentLender’s designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Grantors’ Accounts have been assigned to the Agent Lender and of the AgentLender’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the AgentLender’s request, shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to Lender may direct. If the AgentLender requests, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor each Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject such Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor If such lock-box service is established, such Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor such Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, Lender's trustee and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor a Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Loan Account relevant Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, relevant Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the such Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the each Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent and withdrawals by such GrantorGrantor shall not be permitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account established for the account of the Grantor Grantors at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreementblocked account agreement. On or prior to Within thirty (30) days after the date hereofClosing Date, the Grantor Grantors shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent. The Grantor Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box service or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Grantors shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for Account, as the account of Lender may direct. If the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofLender requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor If such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. Unless the Lender otherwise directs, the Initial Payment Account shall be the only Payment Account for purposes of this Agreement. All collections received in any lock-such lock box or Payment Account or directly by the Grantor Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall and shall cause each other Credit Party to make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a the Blocked Operating Account or the Payment Account established for with the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the AgentLender. The Grantor Borrowers shall instruct all Account Debtors the Credit Card Provider to make all payments directly to the address established for such servicePayment Account. If, notwithstanding such instructions, the Grantor receives Borrowers receive any proceeds of Accounts (other than the Other Affiliate Accounts), it they shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a the Payment Account. After and during the continuance of an Event of Default, as the Agent may direct. All all collections received in any lock-box or the Payment Account or directly by the Grantor Borrowers or the AgentLender, and all funds in any Payment Account or other account to which such collections of Accounts are deposited deposited, shall be subject to such Grantor’s the Lender's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrowers shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify any Account Debtors with respect to Accounts (other than Debtor or the Other Affiliate Accounts) Credit Card Provider that such the Accounts have been assigned to the Agent Lender and of the Agent’s Lender's security interest therein, therein and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank bank acceptable to the Agent, Agent and subject to a Blocked Account Agreementdocumentation acceptable to Agent. On or prior to If the date hereofAgent requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent's request, subject to a Blocked Account Agreementas the Agent may direct. On or prior to If the date hereofAgent requests, the Grantor each Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent and subject such Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lock-box service is established, such Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor such Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, 's trustee and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor a Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Agent and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Loan Account relevant Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Agent's request, the Grantor, at the Agent’s request, relevant Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies Phar-Mor on behalf of the Grantor Borrowers to the contrary, the Grantor each Borrower shall make collection of all Accounts (and other than the Other Affiliate Accounts) and proceeds of Inventory or other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver deposit all payments in their original form duly endorsed in blank into a the Payment Account (either directly or following deposit thereof in a deposit account maintained or established for the account of the Grantor by each Borrower at a Clearing Bank bank acceptable to the Agent). Each Borrower shall direct each of the banks at which deposit accounts are established by such Borrower to transfer, subject by same-day depositary, automated clearing house or federal wire transfer, on a daily basis into the Payment Account all amounts on deposit in such deposit account. Notwithstanding the foregoing sentence, each Borrower shall be entitled to a Blocked retain cash at each store operated by such Borrower in amounts as are necessary for the day-to-day operation of each such store consistent with past practices in respect of each such store but not to exceed $20,000 per store. The Payment Account shall be maintained pursuant to an agreement (the "Payment Account Agreement. On or prior to ") among the date hereofBorrowers, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and the relevant financial institution substantially in the form of Exhibit 6.9(a) hereto, which shall provide, among other documentation acceptable to things, that amounts on deposit in the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly may be withdrawn by the Grantor or Phar-Mor on behalf of any Borrower until such time as such financial institution shall have received written notice from the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall notice may only be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after given upon the occurrence of an Event of DefaultDefault or at any time that the Aggregate Availability is less than $20,000,000. Upon receipt of such notice by such financial institution, notify all funds in the Payment Account Debtors with respect shall become subject to Accounts (other than the Other Affiliate Accounts) that such Accounts sole dominion and control of the Agent and the Agent shall have been assigned the right, upon written notice to the relevant financial institution, to instruct the financial institution to remit all amounts on deposit or thereafter deposited in the Payment Account to the Agent and of Account on a daily basis. On or before the Agent’s security interest thereinClosing Date, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, Phar-Mor shall execute and deliver to the Agent such documents as the Payment Account Agreement relating to the Payment Account. Each Borrower agrees to indemnify each Lender and the Agent shall require to grant against, and reimburse each on demand for, all costs (without duplication) incurred by the Agent access or any Lender in connection with the Payment Account Agreement. Notwithstanding the termination of this Agreement, until all of the Obligations shall have been fully paid and satisfied, the Borrowers shall continue to any post office box in which deposit, or cause to be deposited, into the Payment Account all collections of Accounts (and other than the Other Affiliate Accounts) are receivedproceeds of Inventory or other Collateral.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Subject to the contraryfollowing sentence, the Grantor each Loan Party shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agentsuch Loan Party, subject to a Blocked Account Agreement. On or prior As soon as practicable (but in any event not later than 15 days following the Closing Date with respect to bank accounts at the date hereofBank and not later than 20 days following the Closing Date with respect to bank accounts at any other bank), the Grantor each Loan Party shall establish have established a Payment Account and a related lock-box service for collections of its Accounts (other than at the Other Affiliate Accounts) at a Bank or another Clearing Bank acceptable to the Agent and and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor Agent and shall instruct all have instructed each Account Debtors Debtor to make all payments directly to such Payment Account or to the address established for such servicelock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, the Grantor a Loan Party receives any proceeds of Accounts (or if a Loan Party receives any payments on account of any other than the Other Affiliate Accounts)Collateral or any other payments of any source, it shall receive such payments as the Agent’s trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit them such payments into a the applicable Payment Account, as the Agent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by the Grantor a Loan Party or the Agent, Agent and all funds in any Payment Account or other account to which such collections or payments are deposited shall be subject to such Grantorthe Agent’s sole dominion and control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent applicable Loan Party shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to of a Loan Party that the Accounts (other than the Other Affiliate Accounts) that of such Accounts Loan Party have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrowers’ Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantoreach Loan Party, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts (other than the Other Affiliate Accounts) of such Loan Party are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the such Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor Grantors shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Agent's sole control and withdrawals by any Grantor shall not be permitted unless otherwise agreed by the Co-Agents. This is referred to as "Agent Dominion." Agent Dominion shall continue until such Grantor’s control unless time as a Cash Positive Triggering Event shall occur whereupon Grantors are free to deposit funds into and withdraw funds from the Payment Account in such amounts and with such frequency as Grantors may from time to time determine. This is referred to as "Borrower Dominion." Thereafter, if a Negative Triggering Event shall occur, Borrower Dominion Period exists, in which case the shall cease and Agent Dominion shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantoreffect. The Agent or the Agent’s 's designee may, at any time after during the occurrence existence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorGrantors, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a1) Until the Agent notifies the Grantor to the contrary, the Grantor The Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a maintain lock-box service for collections of Accounts (accounts and other than lock-box arrangements reasonably satisfactory to the Other Affiliate Accounts) at a Clearing Bank Agent with such banks as are reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct which all Account Debtors shall be instructed to make all payments directly to the address established for such serviceon Accounts. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of Accounts the Intercreditor Agreement with respect to Senior Secured Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the Other Affiliate Accountsaggregate at any one time), it whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such Payments to be deposited not less often than daily in one of the lock-box accounts referred to above or in a Payment Account. All funds in such lock-box accounts shall receive such payments as be transferred on each Business Day to one or more concentration accounts designated by the Agent with a bank reasonably acceptable to the Agent’s trustee, . Each bank requested by the Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall immediately execute and deliver such payments to the Agent such agreements, in their original form duly endorsed in blank or deposit them into a Payment Accountand substance satisfactory to the Agent, as the Agent may directshall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. All collections received in any lock-box or Payment Account or directly by the Grantor or the AgentEach agreement with a bank at which a concentration account is established shall provide, and among other things, that all funds in any Payment Account or other deposited into such account to which such collections are deposited shall be subject transferred directly to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantoron a daily basis. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require requires to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral (including any rents for leased Real Estate) for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts or other Collateral (other than the Other Affiliate Accountsincluding any rents for leased Real Estate), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections of Accounts and other Collateral received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period existsand withdrawals by the Grantor shall not be permitted; provided, in which case the however, that each Blocked Account Agreement shall provide that until Agent shall be the only Person entitled to give notifies the Clearing Bank instructions directing dispositions to the contrary, (which notice the Agent will not send until the occurrence of funds in such a Payment Account Trigger Event), Grantor may cause monies in the Payment Account to be sent to Grantor or other account otherwise pursuant to which such collections are deposited without further consent by such Grantor's direction. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a lock-box service or Payment Account established for the account of the Grantor Grantors at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreementblocked account agreement. On or prior to Within thirty (30) days after the date hereofClosing Date, the Grantor Grantors shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent. The Grantor Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box service or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Grantors shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until (i) Each Borrower, jointly and -------------------------------- severally, agrees to establish, within 30 days after the Agent notifies the Grantor Closing Date (or such later date as may from time to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for time be consented to by the Agent, the "Deadline"), a system (the "Cash Dominion System") of depository accounts -------- -------------------- (together with accounts opened from time to time pursuant to clause (ii) hereof "Payment Accounts") into which each such Borrower shall receive promptly deposit or ---------------- cause to be deposited all payments as the Agent’s trusteecash proceeds, store receipts, collections of Accounts and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agentother moneys whatsoever (collectively, subject to a Blocked Account Agreement"Cash Proceeds") received by it or ------------- any other Person on its behalf. On Each Borrower represents that on or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable Closing Date it has provided to the Agent a true and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct complete list of all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives depository accounts maintained by it with any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments banks or financial institutions as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses Closing Date into which Cash Proceeds are deposited. Each Borrower further agrees (I) to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, shall execute and deliver to the Agent with respect to each such documents as Payment Account maintained by it on or prior to the Deadline, a blocked account agreement or lockbox agreement in form satisfactory to the Agent shall require (collectively, the "Collection Account Agreements"), and (II) to grant use reasonable efforts, with ----------------------------- the co-operation of the Agent, to cause the banks ("Depository Banks") with ---------------- which the Payment Accounts are maintained to execute and deliver to the Agent access on or prior to the Deadline, a Collection Account Agreement. In the event that, notwithstanding the efforts of the Borrowers pursuant to the preceding sentence, a Depository Bank does not execute a Collection Account Agreement with respect to the relevant Payment Account on or prior to the Deadline, such Borrower shall cease to deposit Cash Proceeds in such Payment Account unless and until such Depository Bank executes a Collection Account Agreement. Each Borrower further agrees that all amounts received by it from any post office box in which collections of Accounts Person (other than the Other Affiliate whether as a dividend, loan or otherwise) shall be deposited directly into Payment Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrowers at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to If the date hereofAgent requests, the Grantor Borrowers shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor If such lock-box service is established, the Borrowers shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor any Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor any Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrowers shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantoreach Borrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Subject to the contraryfollowing sentence, the Grantor each Loan Party shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agentsuch Loan Party, subject to a Blocked Account Agreement. On or prior As soon as practicable (but in any event not later than 15 days following the Closing Date with respect to bank accounts at the date hereofBank and not later than 20 days following the Closing Date with respect to bank accounts at any other bank), the Grantor each Loan Party shall establish have established a Payment Account and a related lock-box service for collections of its Accounts (other than at the Other Affiliate Accounts) at a Bank or another Clearing Bank acceptable to the Agent and and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor Agent and shall instruct all have instructed each Account Debtors Debtor (other than an Account Debtor under a Consumer Credit Card Receivable) to make all payments directly to such Payment Account or to the address established for such servicelock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, the Grantor a Loan Party receives any proceeds of Accounts (or if a Loan Party receives any payments on account of any other than the Other Affiliate Accounts)Collateral or any other payments of any source, it shall receive such payments as the Agent’s 's trustee, and shall immediately (and not less often then daily) deliver such payments to the Agent in their original form duly endorsed in blank or deposit them such payments into a the applicable Payment Account, as the Agent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by the Grantor a Loan Party or the Agent, Agent and all funds in any Payment Account or other account to which such collections or payments are deposited shall be subject to such Grantor’s the Agent's sole dominion and control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent applicable Loan Party shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to of a Loan Party that the Accounts (other than the Other Affiliate Accounts) that of such Accounts Loan Party have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrowers' Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantoreach Loan Party, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts (other than the Other Affiliate Accounts) of such Loan Party are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank bank acceptable to the Agent, Agent and subject to documentation acceptable to Agent. All funds deposited into a Blocked Payment Account Agreement. On or prior shall remain subject to the date hereofcontrol of the Borrower until such time as a Triggering Event shall occur. Upon the happening of a Triggering Event, all funds deposited into a Payment Account shall be wire transferred each day to the Agent for application against outstanding Revolving Loans. In the event that a Triggering Event no longer exists for a period of ninety (90) consecutive days, the Grantor Agent shall instruct the bank maintaining a Payment Account to cease transferring funds to the Agent and to resume following the instructions of the Borrower. If the Agent requests, the Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after following the occurrence and during the continuance of an any Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Each Borrower Party shall (and all invoices and claim forms with respect to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accountsshall) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly only to the address established for such servicea Lockbox or a Blocked Account. If, notwithstanding such instructions, the Grantor any Borrower Party receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Lockbox, Blocked Account or a Payment Account, as the Agent Lender may direct. All Except as otherwise provided under applicable law with respect to Accounts owed by Government Account Debtors during a Trigger Period or following the occurrence and during the continuance of an Event of Default, all collections received in any lock-box such Lockbox, Blocked Account or Payment Account or directly by the Grantor any Borrower Party or the AgentLender, and all funds in any Lockbox, Blocked Account or Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly (except to the extent prohibited under applicable law with respect to Accounts owed by Government Account Debtors) and charge the collection costs and expenses to the Loan Account loan account of the Company as a Revolving Loan. So long as an Event of Default has occurred and is continuing, At the Grantor, at the Agent’s Lender's request, each Borrower Party shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box box, lockbox or bank account in which collections of Accounts (other than the Other Affiliate Accounts) are receivedreceived or deposited.

Collection of Accounts; Payments. (aa)(i) Until Each Borrower and the Agent notifies the Grantor Guarantor, jointly and severally, agrees to the contraryestablish, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On on or prior to the Closing Date (or such later date hereofas may from time to time be consented to by the Agent, the Grantor "Deadline"), -------- a system (the "Cash Dominion System") of depository accounts -------------------- (together with accounts opened from time to time pursuant to clause (ii) hereof "Payment Accounts") into which each such Borrower or the ---------------- Guarantor shall establish a lock-box service for promptly deposit or cause to be deposited all cash proceeds, collections of Accounts and other moneys whatsoever (collectively, "Cash Proceeds") received by it or any other than Person ------------- on its behalf. Each Borrower and the Other Affiliate AccountsGuarantor represents that on or prior to the Closing Date it has provided to its applicable Lender a true and complete list of all depository accounts maintained by it with any banks or financial institutions as of the Closing Date into which Cash Proceeds are deposited. Each Borrower and the Guarantor further agrees if so requested by the Agent, (I) at to execute and deliver to the applicable Lender with respect to each such Payment Account maintained by it, a Clearing Bank acceptable blocked account agreement or lockbox agreement in form satisfactory to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions(collectively, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts"Collection Account Agreements"), it shall receive such payments as and (II) to use reasonable ----------------------------- efforts, with the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lockco-box or Payment Account or directly by the Grantor or operation of the Agent, and all funds in any to cause the banks ("Depository Banks") with which the Payment Account or other account Accounts are maintained ---------------- to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents or its applicable Lender, as requested, on or prior to the Deadline, a Collection Account Agreement. In the event that, following a request by the Agent for a Collection Account Agreement, a Depository Bank does not execute a Collection Account Agreement with respect to the relevant Payment Account, such Borrower or the Guarantor shall require cease to grant deposit Cash Proceeds in such Payment Account unless and until such Depository Bank executes a Collection Account Agreement. Each Borrower and the Agent access to Guarantor further agrees that all amounts received by it from any post office box in which collections of Accounts Person (other than the Other Affiliate whether as a dividend, loan or otherwise) shall be deposited directly into Payment Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor ABT to -------------------------------- the contrary, the Grantor each Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank bank acceptable to the Agent, Agent and subject to a Blocked Account Agreementdocumentation acceptable to Agent. On or prior to If the date hereofAgent requests, the Grantor each Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lock- box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor either Borrower to the contrary, the Grantor each Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) Items and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender or the Servicing Agent in their original form duly endorsed in blank or deposit them into a Payment Account payment account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to Lender may direct. If the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofLender requests, the Grantor Borrowers shall establish with Lender a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable Items and pursuant to documentation satisfactory to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the AgentLender. The Grantor If such lock-box service is established, each Borrower shall instruct all Account Debtors of its Customers to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor either Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts)Proceeds, it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Accountpayment account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account payment account or directly by the Grantor either Borrower or the AgentLender, and all funds in any Payment Account payment account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving LoanGCC Account. So long as an Event of Default has occurred and is continuing, At the Grantor, at the Agent’s Lender's request, each Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) Items or payments are received.

Collection of Accounts; Payments. (a) Until Within 120 days after the Agent notifies the Grantor to the contraryClosing Date, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts“Primary Payment Account”) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any collections and proceeds of Accounts Revolving Facility Senior Collateral (other than as defined in the Other Affiliate Accounts), it shall receive such payments as the Agent’s trusteeSenior Lender Intercreditor Agreement) will be deposited, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank Borrowers hereby agree that, if an Availability Triggering Event or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $25,000,000 at any one time; provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $75 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral 104 Agent’s request, shall execute and deliver power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than ABN AMRO Receivables) of the Other Affiliate Accounts) Borrowers and other Collateral for the AgentLender, shall receive all payments in respect thereto as the Agent’s Lender's trustee, and shall immediately deliver all such payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to Lender may direct. If the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofLender requests, the Grantor Borrowers shall establish a lock-box service for collections of their Accounts (other than the Other Affiliate AccountsABN AMRO Receivables) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Borrowers and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor If such lock-box service is established, the Borrowers shall instruct all their relevant Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives Borrowers receive any proceeds Proceeds of their Accounts (other than the Other Affiliate AccountsABN AMRO Receivables), it they shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor Borrowers or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to obligors that the Borrowers' Accounts (other than the Other Affiliate AccountsABN AMRO Receivables) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrowers' loan accounts as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrowers shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of their Accounts (other than the Other Affiliate AccountsABN AMRO Receivables) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable Lender may direct. Prior to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofClosing Date, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrary, the Grantor each Loan Party shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral relating to such Loan Party for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank bank acceptable to the Agent, Agent and subject to documentation acceptable to Agent. All funds deposited into a Blocked Payment Account Agreement. On or prior shall be transferred daily to the date hereofAgent in accordance with the Payment Account agreement for application against outstanding Revolving Loans. If the Agent requests, the Grantor each Loan Party shall establish a lock-box service for collections of its Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the Agent. The Grantor If such lock-box service is established, such Loan Party shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor such Loan Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver deposit such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor such Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the each Loan Party's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantoreach Loan Party, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until Within 120 days after the Agent notifies the Grantor to the contraryClosing Date, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts“Primary Payment Account”) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any collections and proceeds of Accounts Revolving Facility Senior Collateral (other than as defined in the Other Affiliate Accounts), it shall receive such payments as the Agent’s trusteeSenior Lender Intercreditor Agreement) will be deposited, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank Borrowers hereby agree that, if an Availability Triggering Event or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s request, shall execute and deliver power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Grantors to the contrary, the each Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the such Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreementblocked account agreement. On or prior to the date hereof, the each Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank clearing bank acceptable to the Agent and subject to a Blocked Account Agreement blocked account agreement and other documentation acceptable to the Agent. The Each Grantor shall instruct all Account Debtors, that upon the occurrence and during the continuance of a Default or an Event of Default, Account Debtors are to make all payments directly to the address established for such service. If, notwithstanding such instructions, the a Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the a Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent and withdrawals by such GrantorGrantor shall not be permitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loandirectly. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the a Grantor to the contrary, the Grantor Grantors shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the such Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the each Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Each Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the any Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the any Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantorthe Agent’s sole control unless a Cash Dominion Period exists, in which case the Agent and withdrawals by any Grantor shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving LoanGrantors. So long as an Event of Default has occurred and is continuing, the each Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until (x) The U.S. Borrower shall, and shall cause each U.S. Subsidiary Loan Party to, maintain each Payment Account (the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts “U.S. Payment Accounts”) (other than the Other Affiliate Accountsany Excluded Account) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the address established for such service. IfU.S. Loan Parties, notwithstanding such instructionswill be deposited, (y) the Grantor receives any proceeds of Accounts Canadian Borrower shall, and shall cause each Canadian Subsidiary Loan Party to, maintain each Payment Account (the “Canadian Payments Accounts”) (other than any Excluded Account) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Other Affiliate AccountsAdministrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which each case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest thereinCanadian Loan Parties, will be deposited, and may collect them directly and charge the collection costs and expenses to (z) the Loan Account as a Revolving Loan. So long as Parties hereby agree that, if an Availability Triggering Event of or Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over such Payment Accounts. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in each such Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from such Payment Account; provided that all funds withdrawn from such Payment Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the U.S. Payment Accounts and Canadian Payment Accounts to the outstanding U.S. Loans and Canadian Revolving Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Payment Accounts nor shall any Loan Party be entitled to close any Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s request, shall execute and deliver power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Payment Accounts, any other deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Until Effective on the Agent notifies Closing Date the Grantor to the contrary, the Grantor Loan Parties shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account “Primary Payment Account”) with the Collateral Agent into which all Account collections will be deposited, and the Loan Parties hereby agree that, during an Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Availability Triggering Event, the Grantor at a Clearing Bank acceptable Loan Parties will have exclusive control over the Primary Payment Account. During an Availability Triggering Event, the Agents shall have the right to apply collections received into the Primary Payment Account to the Agentoutstanding Revolving Loans and the Borrowers shall have the right, subject to a Blocked Account the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. On or prior to the date hereofDuring an Availability Triggering Event, the Grantor Loan Parties shall establish a lock-box service for collections not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of Accounts (funds from the Primary Payment Account nor shall they be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other than agreements the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructionsLoan Parties may have with any Secured Party, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Collateral Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee mayentitled, at any time after the occurrence of during an Event of Default, notify Account Debtors with respect for purposes of this Agreement to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned give instructions as to the Agent and withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses power under this Agreement to give instructions as to the Loan withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as a Revolving Loan. So long as to any other matters relating to the foregoing includes, without limitation, during an Event of Default has occurred and is continuingDefault, the Grantor, at the Agent’s request, shall execute and deliver power to the Agent give stop payment orders for any items being presented to such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivedaccounts for payment.

Collection of Accounts; Payments. (a) Until The Borrowers shall maintain a Payment Account (the Agent notifies the Grantor to the contrary“Payment Account”) with Xxxxx Fargo Bank, the Grantor National Association into which all Account collections shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trusteebe deposited, and shall immediately deliver also establish and maintain all payments in their original form duly endorsed in blank into a Payment Account established for zero balance, payroll and credit card accounts with Xxxxx Fargo Bank, National Association (together with the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Primary Payment Account, as the “Primary Accounts”). With respect to each of the Primary Accounts, the Loan Parties hereby agree that, at all times during an Availability Triggering Event, the Collateral Agent will have exclusive control. During an Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from any Primary Account nor shall they be entitled to close any Primary Account until all Obligations under this Agreement are paid and performed in full . Notwithstanding any other agreements the Loan Parties may direct. All collections received in have with any lock-box or Payment Account or directly by Secured Party, the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Collateral Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions entitled, for purposes of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee maythis Agreement, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned give instructions as to the Agent and withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or any Primary Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses power under this Agreement to give instructions as to the Loan withdrawal or disposition of any funds from time to time credited to any Primary Account, any other Payment Account or deposit account with the Collateral Agent or as a Revolving Loan. So long as an Event of Default has occurred and is continuingto any other matters relating to the foregoing includes, without limitation, the Grantorpower to give stop payment orders for any items being presented to such accounts for payment. Without limiting any other rights or remedies of Collateral Agent or Lenders, Collateral Agent may, at its option, instruct the depository banks at which the Primary Accounts are maintained to transfer all available funds received or deposited into such Primary Accounts a specified account of Collateral Agent’s requestat any time during an Availability Triggering Event. At all times that Collateral Agent shall have notified any depository bank to transfer funds from a Primary Account to such account of Collateral Agent, all payments made to such Primary Accounts shall execute be treated as payments to Collateral Agent in respect of the Obligations and deliver therefore shall constitute the property of Agents and Lenders to the Agent such documents as extent of the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivedthen outstanding Obligations.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent Lender and subject to a Blocked Account Agreement and other documentation acceptable to the Agentlender. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them All fund deposited into a Payment AccountAccount shall remain subject to the control of the Borrower until such time as a Triggering Event shall occur. Upon the happening of a Triggering Event, as all funds deposited into a Payment Account shall be wire transferred each day to the Agent may directLender for application against outstanding Revolving Loans. All In the event that a Triggering Event no longer exists for a period of ninety (90) consecutive days, the Lender shall instruct the bank maintaining a Payment Account to cease transferring funds to the Lender and to resume following the instructions of the Borrower. Following the occurrence of a Triggering Event, all collections received in any lock-box or Payment Account or directly by the Grantor Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor a Borrower to the contrarycontrary and subject to the last sentence of this Section 7.10 (a), the Grantor each Borrower shall make collection collections of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account AgreementLender may direct. On or prior to the date hereof, the Grantor The Parent shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) of each Borrower at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Parent and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor Parent shall instruct all Account Debtors of each Borrower to make all payments directly to the address established for such service. The Parent shall provide to the Lender by 10:00 a.m. (Chicago time) of each Business Day a written reconciliation statement of the receipts of each Borrower as of the Business Day immediately preceding the date of such statement. If, notwithstanding such instructions, the Grantor a Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor any Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event or Event of Default, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account such Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, At the Grantor, at the Agent’s Lender's request, each Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrowers at a Clearing Bank acceptable to the AgentLender, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor Borrowers shall establish a one or more lock-box service services for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank reasonably acceptable to the Agent Lender and each subject to a Blocked Account Agreement and other documentation reasonably acceptable to the AgentLender. The Grantor Borrowers shall instruct all Account Debtors to make all payments directly to the applicable address established for such service. If, notwithstanding such instructions, the Grantor receives Borrowers receive any proceeds of Accounts (other than the Other Affiliate Accounts), it they shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-box or Payment Account or directly by the Grantor Borrowers or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited deposited, shall be subject to such Grantor’s the Lender's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrowers shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence and during the continuation of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s Lender's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrowers, at the Agent’s Lender's request, shall execute and deliver to the Agent Lender such documents as the Agent Lender shall reasonably require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor Each Loan Party shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately promptly (but in no event later than one Business Day after such receipt) deliver all payments in their original form duly endorsed in blank (or otherwise cause the deposit of all such payments (in a manner consistent with past practices)) into either (i) a Payment Account established for the account of a Loan Party at ASB (or with the Grantor prior written consent of the Agent, at a Clearing Bank another bank acceptable to the Agent (Xxxxx Fargo Bank, N.A. being deemed acceptable to the Agent, ) and subject to documentation acceptable to Agent) or (ii) to the Concentration Account; provided, however, after giving effect to the foregoing delivery (or deposit) into a Blocked Payment Account Agreementor the Concentration Account, in no event shall the balance in any account that is not subject to the “control” (as defined in the UCC) of the Agent exceed $10,000. On or prior to the date hereof, New World shall enter into a restricted account agreement with Xxxxx Fargo Bank, N.A. in respect of the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable Concentration Account, pursuant to the Agent documentation and subject to a Blocked Account Agreement otherwise in form and other documentation acceptable substance satisfactory to the Agent. The Grantor Each Loan Party shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor a Loan Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box such restricted account or Payment Account or directly by the Grantor a Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall upon the request of the Agent be remitted to the Agent to be applied to the payment of the Obligations (or if the restricted account and/or Payment Account is maintained at a bank other than ASB, such service and/or Payment Account, as appropriate, shall be subject to such Grantor’s control unless a Cash Dominion Period existsblocked account arrangements acceptable to the Agent, in which case will provide that upon the request of the Agent all collections shall be remitted to the only Person entitled Agent for application to give the Clearing Bank instructions directing dispositions payment of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorthe Obligations). The Agent or the Agent’s designee may, at any time after during the occurrence continuation of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the any one or more Loan Account Party’s Loan Accounts as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantoreach Loan Party, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Loan Parties to the contrary, the Grantor Loan Parties shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Loan Parties at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to If the date hereofAgent requests, the Grantor Loan Parties shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor If such lock-box service is established, the Loan Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor any Loan Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor any Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control and withdrawals by any Loan Party shall not be permitted. Notwithstanding the foregoing, unless a Cash Dominion Period exists, in which case and until the Loan Parties are notified by the Agent shall be to the only Person entitled to give contrary, the Clearing Bank instructions directing dispositions Borrowers may retain payments of funds Foreign Currency Reimbursements for use in such Payment Account or other account to which such collections are deposited without further consent by such Grantorthe ordinary course of business. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorLoan Parties, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Loan Parties to the contrary, the Grantor Loan Parties shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Loan Parties at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to If the date hereofAgent requests, the Grantor Loan Parties shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor If such lock-box service is established, the Loan Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor any Loan Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor any Loan Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case the Agent and withdrawals by any Loan Party shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorLoan Parties, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts are received. If sales of Inventory are made or services are rendered by any Loan Party for cash, such Loan Party shall immediately deliver, or cause to be delivered to the Agent or deposit into a Payment Account, the cash which such Loan Party receives. All payments, including immediately available funds received by the Agent at a bank designated by it, whether or not received by the Agent on account of Accounts or as proceeds of other Collateral will be the Agent's sole property for its benefit and the benefit of the Lenders and will be credited to the Loan Account of the Borrowers (conditional upon final collection) (i) on the same day received (if received prior to 2:00 p.m. Dallas, Texas time) and if the funds received are immediately available funds and (ii) after allowing one (1) Business Day for collection of all other funds; PROVIDED, HOWEVER, that such payments shall be deemed to be credited to the Loan Account of the Borrowers immediately upon receipt for purposes of (x) determining Availability, (y) calculating the Unused Line Fee pursuant to SECTION 3.5, and (z) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrowers). In the event all of the Obligations are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Other Affiliate AccountsAgent's receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) are receivedto the Borrowers' Loan Account one (1) Business Day after the Agent's receipt of such funds.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor Each Loan Party shall make collection of all Accounts (other than the Other Affiliate Accounts) , Inventory and other Collateral assets and Properties for the Agent, shall receive all payments as the Agent’s trustee, Agent and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the (either directly or following deposit thereof in a deposit account of the Grantor maintained by each Loan Party at a Clearing Bank bank acceptable to the Agent). Each Loan Party shall irrevocably direct each of the banks at which deposit accounts are established by such Loan Party to transfer, subject by same-day depositary transfer, ACH Transfer or Fed Wire Transfer, on a daily basis into a Payment Account all amounts on deposit in such deposit account. Notwithstanding the foregoing sentence, each Loan Party shall be entitled to a Blocked retain cash at each store operated by such Loan Party (or at the respective operating bank account(s) for each such store) in amounts as are necessary for the day-to-day operation of each such store consistent with past practices in respect of each such store. Each Payment Account shall be maintained pursuant to an agreement (the "Payment Account Agreement. On or prior to ") among the date hereofBorrowers, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to the relevant financial institution substantially in the form of Exhibit G hereto, which shall provide, among other things, that amounts on deposit in the Payment Account may not be withdrawn by Parent or on behalf of any Borrower until such time as such financial institution shall have received written notice from the Agent and that all collected amounts in each Payment Account shall be transferred on a Blocked Account Agreement and other documentation acceptable daily basis to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established 's account for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject application to such Grantor’s control unless a Cash Dominion Period existsLoans and/or other Obligations (and, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account on and after an Event or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than upon notice by the Other Affiliate Accounts) that such Accounts have been assigned Agent to the Agent Borrower, to be held as cash collateral for Letters of Credit in an amount equal to 105% of the undrawn amount of outstanding Letters of Credit). All funds in the Payment Account are subject to the sole dominion and control of the Agent’s security interest therein, and may collect them directly and charge . On or before the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuingClosing Date, the Grantor, at the Agent’s request, Borrowers shall execute and deliver to the Agent such documents as a Payment Account Agreement relating to the Payment Account. Each Borrower agrees to indemnify the Agent shall require to grant and each Lender against, and reimburse each on demand for, all costs incurred by the Agent access and/or each Lender in connection with the Payment Account Agreement. Notwithstanding the termination of this Agreement, until all of the Obligations shall have been fully paid and satisfied, the Borrowers shall continue to any post office box in which deposit, or cause to be deposited, into the Payment Account all collections of Accounts (Accounts, Inventory and other than cash proceeds of the Other Affiliate Accounts) are receivedassets and Properties of any Loan Parties.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account The Borrowers have established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service and lock-box accounts (the "Lock-Box Accounts") for collections of Accounts (other than the Other Affiliate Accounts) . Each Lock-Box Account shall be established at a Clearing Bank bank (each such bank, a "Lock-Box Bank") reasonably acceptable to the Collateral Agent and subject pursuant to a Blocked Account Agreement and other documentation reasonably acceptable to the AgentCollateral Agent which directs the Lock-Box Bank to transfer all collected funds in the Lock-Box Account to the Concentration Account. The Grantor Borrowers shall not establish any new Lock-Box Accounts without prior notice to the Collateral Agent, and any such new Lock-Box Account shall be subject to an agreement reasonably satisfactory to the Collateral Agent directing the Lock-Box Bank to transfer all collected funds in such Lock-Box Account to the Concentration Account. The applicable Borrower shall instruct all Account Debtors to make all payments directly to the address or addresses established for such service. If, notwithstanding such instructions, the Grantor a Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Collateral Agent’s 's and the Lenders' trustee, and shall immediately deliver such payments to the Collateral Agent in their original form duly endorsed in blank or deposit them into a Payment Lock-Box Account established for such Borrower or into the Concentration Account, as the Agent may direct. All collections received in any locksuch Lock-box or Payment Box Account or directly by a Borrower, the Grantor Collateral Agent or the Agentany Lender, and all funds in any Payment Account or other account to which such collections are deposited deposited, shall be subject to such Grantor’s control unless a Cash Dominion Period existssecurity interest in favor of the Collateral Agent. The Borrowers have established an account with Bank of America (Acct. # 00000-00000) into which all collected funds from each Lock-Box Account are directed to be deposited (the "Concentration Account"). On or before the Closing Date, the Borrowers, Bank of America and the Collateral Agent shall have entered into a tri-party blocked account agreement, in form and substance satisfactory to the Collateral Agent, providing, among other things, that (i) all items of payment deposited in the Concentration Account are subject to a security interest in favor of the Collateral Agent, for the benefit of itself and the Lenders, and (ii) from and after the date that Bank of America shall receive a notice (an "Activation Notice") from the Collateral Agent, which case Activation Notice may be given by the Collateral Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after at which (and shall be given by the occurrence Collateral Agent at the request of the Majority Lenders at any time at which) (x) a Default or Event of Default is outstanding or (y) Borrowing Base Availability is less than $40,000,000 (any of the foregoing being referred to as an "Activation Event"), until the receipt by Bank of America of a "De-Activation Notice" (as hereinafter defined), Bank of America shall forward all amounts received in the Concentration Account to or at the direction of the Collateral Agent on a daily basis. Upon the request of the Borrowers at a time when no Activation Event exists and upon the direction of the Majority Lenders, the Collateral Agent shall give Bank of America notice (a "De-Activation Notice") that it may, until receipt of a subsequent Activation Notice, send amounts in the Concentration Account at the direction of the Borrowers. The giving of a De-Activation Notice shall not preclude the Collateral Agent from giving a subsequent Activation Notice. A period from the giving of an Event Activation Notice until the giving of Defaulta De-Activation Notice, notify Account Debtors if any, with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned Activation Notice is referred to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long herein as an Event of Default has occurred and is continuing, the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received"Activation Period".

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accountsx) and other Collateral for the Agent, shall receive all payments as the Agent’s trusteeThe U.S. Borrower shall, and shall immediately deliver all payments in their original form duly endorsed in blank into a cause each U.S. Subsidiary Loan Party to, maintain the Payment Account established for (the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts“U.S. Primary Payment Account”) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the address established for U.S. Loan Parties, will be deposited, (y) within 45 days after the Canadian Effective Date or such service. If, notwithstanding such instructionslater time as the Administrative Agent shall agree, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trusteeCanadian Borrower shall, and shall immediately deliver such payments to cause each Canadian Subsidiary Loan Party to, establish a Payment Account (the Agent in their original form duly endorsed in blank or deposit them into a “Canadian Primary Payment Account”; and each of the U.S. Primary Payment Account and the Canadian Primary Payment Account, as a “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Administrative Agent, into which all Account collections and all funds proceeds of Revolving Facility Senior Collateral (as defined in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsthe Senior Lender Intercreditor Agreement), in which each case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest thereinCanadian Loan Parties, will be deposited, and may collect them directly and charge the collection costs and expenses to (z) the Loan Account as a Revolving Loan. So long as Parties hereby agree that, if an Availability Triggering Event of or Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over the Primary Payment Accounts. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the applicable Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from such Primary Payment Account; provided that all funds withdrawn from the Primary Payment Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the U.S. Primary Payment Account and Canadian Primary Payment Account to the outstanding U.S. Loans and Canadian Revolving Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the applicable Primary Payment Account nor shall any Loan Party be entitled to close any Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Accounts, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s request, shall execute and deliver power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Accounts, any other Payment Account or deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrarycontrary in writing, the Grantor each Credit Party shall make collection of all its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor such Credit Party at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor each Credit Party shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor Credit Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor a Credit Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may directdirect in writing. All collections received in any lock-box or Payment Account or directly by the Grantor a Credit Party or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's control unless a Cash Dominion Period exists, in which case pursuant to the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions terms of funds in such Payment any applicable Blocked Account or other account to which such collections are deposited without further consent by such GrantorAgreement. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than in writing that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the reasonable collection costs and expenses to the Loan Account as a Revolving Loan. So long as Upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the GrantorCredit Parties, at the Agent’s 's written request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Each Option Care Person shall (and all invoices and claim forms with respect to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accountsshall) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly only to a Lockbox or a Blocked Account (the address established for Lender acknowledges that payments by patients made at the time that a patient is receiving goods and services at a facility of an Option Care Person would not be invoiced to such servicepatient). If, notwithstanding such instructions, the Grantor any Option Care Person receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Lockbox, Blocked Account or a Payment Account, as the Agent Lender may direct; provided, however, that each Option Care Person may maintain a separate account with a local financial institution (each a "Local Account") for the deposit of walk-in payments from patients and walk-in payments for durable medical equipment from customers; provided, further, that (i) each Option Care Person shall deposit such walk-in payments in a Local Account not later than the first Business Day after receiving such walk-in payments, (ii) each Option Care Person shall cause all available amounts in such Local Accounts to be transferred by wire transfer or automated clearinghouse transfer to a Blocked Account during the last week of each month, and (iii) no Option Care Person shall withdraw any funds on deposit in any Local Account or permit funds on deposit in any Local Account to be transferred other than in accordance with this sentence (provided that this clause (iii) shall not prevent the Option Care Persons from writing checks on a Local Account for the sole purpose of refunding some or all of such walk-in payments to the Person or Persons who made such walk-in payments). All Except as otherwise provided under applicable law with respect to Accounts owed by Government Account Debtors, all collections received in any lock-box such Lockbox, Blocked Account or Payment Account or directly by the Grantor any Option Care Person or the AgentLender, and all funds in any Lockbox, Blocked Account or Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions Lender's sole control and shall be applied by the Lender subject to and in accordance with the terms of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorSECTION 4.3. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly (except to the extent prohibited under applicable law with respect to Accounts owed by Government Account Debtors) and charge the collection costs and expenses to the Loan Account loan accounts of the Borrowers as a Revolving Loan. So long as an Event of Default has occurred and is continuing, At the Grantor, at the Agent’s Lender's request, each Option Care Person shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box box, lockbox or bank account in which collections of Accounts (other than the Other Affiliate Accounts) are receivedreceived or deposited.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrower to the contrary, the Grantor Borrower and the Guarantors shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower and the Guarantors at a Clearing Bank reasonably acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to Within ten (10) days following the date hereofClosing Date, the Grantor Borrower and each Guarantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Agent. The Grantor If such lock-box service is established, the Borrower and the applicable Guarantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower or any Guarantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor Borrower or any Guarantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrower and the Guarantors shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuation of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower and each Guarantor, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until Within 120 days after the Agent notifies the Grantor to the contraryClosing Date, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into establish a Payment Account established for (the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts“Primary Payment Account”) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent. The Grantor shall instruct , into which all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any collections and proceeds of Accounts Revolving Facility Senior Collateral (other than as defined in the Other Affiliate Accounts), it shall receive such payments as the Agent’s trusteeSenior Lender Intercreditor Agreement) will be deposited, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank Borrowers hereby agree that, if an Availability Triggering Event or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Specified Default has occurred and is continuing, the GrantorCollateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and Amended and Restated Revolving Credit Agreement conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s request, shall execute and deliver power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent such documents or as the Agent shall require to grant the Agent access to any post office box in which collections other matters relating to the foregoing includes, without limitation, during an Event of Accounts (other than Default, the Other Affiliate Accounts) are receivedpower to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. The Borrower shall establish and maintain a bank account ("Payment Account") with a bank acceptable to the Agent pursuant to an agreement among the bank, the Borrower and the Agent, in form and substance reasonably satisfactory to the Agent (the "Payment Account Agreement"). Subject to the provisions of the Intercreditor Agreement, the Borrower shall deposit in the Payment Account all proceeds of Collateral and all funds received from Merisel Capital Funding, Inc. or other Person in connection with any Securitization Facility to which the Borrower is the originator. The Payment Account Agreement shall provide, inter alia, that upon notice to the bank by the Agent that an Event of Default and acceleration of the Obligations have occurred, the bank is authorized to transfer all funds in the Payment Account to the Agent. The notice to the Agent shall confirm that the Agent's Lien does not extend to the Payment Account itself, but does extend to the extent contemplated in this Agreement, to the proceeds of the Borrower's Inventory and Accounts which are deposited into the Payment Account. Unless and until the Agent gives such notice, the Borrower shall be free to withdraw funds from the Payment Account in such amount and with frequency as the Borrower may from time to time determine, without notice to or the consent of the Agent. In the event such notice of acceleration is given (subject to the Intercreditor Agreement): (a) Until the Agent notifies Borrower shall cease transferring any accounts receivable in connection with any Securitization Facility; (b) the Grantor to the contrary, the Grantor shall make collection proceeds of such accounts receivable and of all other Accounts (other than which are not transferred in connection with the Other Affiliate Accounts) and other Collateral for the Agent, Securitization Facility shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments be delivered in their original form duly endorsed in blank into a the Payment Account established for Account; (c) if the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofAgent requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable reasonably satisfactory to the Agent. The Grantor ; (d) if such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If; (e) if, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a the Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by ; (f) the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, may notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to shall constitute Obligations; and (g) the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor The Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account have established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On on or prior to the date hereof, the Grantor shall establish a Closing Date lock-box service services for the establishment of Payment Accounts and for collections of Accounts (and other than the Other Affiliate Accounts) Collateral at a Clearing Bank banks reasonably acceptable to the Agent and pursuant to documentation satisfactory to the Agent (including that such documentation shall provide for such Payment Accounts and all amounts deposited therein to be subject to a Blocked Account Agreement the first priority and other documentation acceptable to sole Lien of the AgentAgent for the benefit of the Agent and the Lenders). The Grantor Borrowers shall instruct all Account Debtors to make all payments directly to the address addresses established for such servicelock-box services. If, notwithstanding such instructions, the Grantor any Borrower receives any proceeds of Accounts (or if any Borrower receives any payments on account of any other than the Other Affiliate Accounts)Collateral or any other payments of any source, it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver (and not less often then daily) deposit such payments to into the Agent in their original form duly endorsed in blank or deposit them into a applicable Payment Account, as the Agent may direct. All collections and other payments received in any such lock-box or Payment Account or directly by the Grantor or the Agent, Borrowers and all funds in any Payment Account or other account to which such collections or payments are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsthe Agent's sole dominion and control. Each Payment Account shall be governed by an agreement among the relevant Borrower, the depository bank (which bank shall be acceptable to the Agent) and the Agent, in form and substance acceptable to the Agent which case shall provide, among other things, that (i) after the occurrence of an Event of Default or (ii) if Combined Availability is below $20,000,000, the Agent shall be have the only Person entitled right to give notify the Clearing Bank instructions directing dispositions of funds depository bank that all amounts deposited in such Payment Account or other shall thereafter be transferred to an account of the Agent on a daily basis. All payments so received by the Agent would be credited to which the Borrowers' Loan Account on the date on receipt of good funds, if such collections good funds are deposited without further consent received by 2:00 p.m. (New York City time) on such Grantorday and if received by the Agent after such time on the next Business Day. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrowers' Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrowers, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts (other than the Other Affiliate Accounts) are received. The Parent agrees to collect from Alpha Tube on a daily basis all of the cash of Alpha Tube unless such collection is prohibited by the terms of the Alpha Tube Cash Flow Agreement.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor Borrowers to the contrary, the Grantor Borrowers shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent's request, subject to a Blocked Account Agreementas the Agent may direct. On or prior to If the date hereofAgent requests, the Grantor each Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent and subject such Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor If such lockbox service is established, such Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor such Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, 's trustee and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor a Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Agent and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's sole control. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Loan Account relevant Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Agent's request, the Grantor, at the Agent’s request, relevant Borrower shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor each Borrower to the contrary, the Grantor such Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, Agent and shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor Each Borrower shall establish a lock-box service for collections of its Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank acceptable to the Agent and subject pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the Agent. The Grantor Each Borrower shall instruct all of its Account Debtors to make all payments directly to the address established for such servicelock-box services. If, notwithstanding such instructions, the Grantor either Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment AccountAccount subject to documentation acceptable to Agent, as the Agent may direct. All collections received in any such lock-box or Payment Account or directly by the Grantor a Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case the Agent and shall be the only Person entitled swept daily by wire transfers to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorAgent's collection account. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Defaulttime, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the applicable Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorEach Borrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to Lender may direct. If the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofLender requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor If such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than obligers that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) The Grantors shall maintain lock-box accounts and other lock-box arrangements reasonably satisfactory to the Agent with such banks as are acceptable to the Agent to which all Account Debtors shall be instructed to make payments on Accounts. All funds in such lock-box accounts shall be transferred on each Business Day to a Payment Account established for the account of such Grantor at a Clearing Bank acceptable to the Agent, subject (except for any Payment Accounts maintained by such Grantor at the Bank, in which case the provisions of Section 11(e) shall apply) to a Blocked Account Agreement. Upon the request of the Agent, each bank at which a lock-box account is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Agent, as the Agent shall request with respect to such accounts, including, without limitation, with respect to prohibitions of the applicable Grantor withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Until the Agent notifies the a Grantor to the contrarycontrary following the occurrence and during the continuance of an Event of Default or at any time that the aggregate Availability of all Borrowers is less than $25,000,000, the each Grantor shall make collection of all of its Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into (i) a Payment Account established for the account of the such Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to (except for any Payment Accounts maintained by such Grantor at the date hereofBank, in which case the Grantor provisions of Section 11(e) shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accountsapply) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable or (ii) one of the accounts listed on Schedule IV hereto (such accounts being referred to the Agent. The Grantor shall instruct all herein as "Collection Accounts"); provided, that (a) each Collection Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to an irrevocable standing instruction to the applicable bank instructing such Grantor’s control unless bank to transfer all amounts deposited in such Collection Account to a Cash Dominion Period existsPayment Account every Business Day and (b) upon the request of the Agent, in which case the applicable Grantor shall cause a Blocked Account Agreement to be entered into with respect to any or all of the Collection Accounts. The Agent shall be may, and, at the only Person entitled direction of the Required Lenders, shall, at any time following the occurrence and during the continuance of an Event of Default or at any time that the aggregate Availability of all Borrowers is less than $25,000,000, deliver to give the any Clearing Bank instructions directing dispositions a "Notice of funds in such Sole Control" or similar instruction with respect to any Payment Account or other account to which such collections are deposited without further consent by such GrantorAccount. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of an Event of Default, notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) of a Grantor that such Grantor's Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and the Agent shall charge the collection costs and expenses to the Loan Account of such Grantor as a U.S. Base Rate Revolving Loan. So long as an Event of Default has occurred and is continuing, the each Grantor, at the request of the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) of such Grantor are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor The Borrowers shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank reasonably acceptable to the Agent Lender and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the AgentLender, or, as the Lender may elect, shall enter into a Blocked Account Agreement with a Clearing Bank reasonably acceptable to the Lender. The Grantor Borrowers shall instruct all Account Debtors to make all payments directly to the address established for such lock-box service. IfIf the Lender does not require that payments be delivered to a lock-box, or if notwithstanding such instructions, the Grantor instructions a Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it each Borrower shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-box or Payment Account or directly by the Grantor Borrowers or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Lender's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrowers shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s Lender's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorThe Borrowers, at the Agent’s Lender's request, shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. Borrowers shall maintain at all times Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent and, in the case of any such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall obtain a deposit account control agreement (ain form and substance satisfactory to Agent) Until from each lockbox servicer and Dominion Account bank that maintains a Deposit Account of each Borrower, establishing Agent’s control over and Lien in the Agent notifies lockbox and any such Dominion Account, requiring immediate deposit of all remittances received in the Grantor lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. All funds in each Dominion Account shall be immediately transferred to a controlled account designated by Borrowers (the "Primary Payment Account") and shall be applied to the contraryObligations at the beginning of the next Business Day in accordance with Section 2.10 and the DIP Financing Orders. Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. Borrowers shall request in writing and otherwise take commercially reasonable steps to ensure that all payments on Accounts or otherwise relating to ABL Priority Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If a Borrower receives cash or Payment Items with respect to any ABL Priority Collateral, or, subject to the Grantor terms of the Intercreditor Agreements, any other Collateral, it shall hold same in trust for the Pre-Petition Agent and Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. For avoidance of doubt, no Dominion Account shall constitute an Exempt Deposit Account. To expedite collection, Borrowers shall endeavor in the first instance to make collection of Borrowers’ Accounts. Agent retains the right at all Accounts (other than times during the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent or the Agent’s designee may, at any time after the occurrence continuance of an Event of Default, Default to notify Account Debtors with respect to Accounts (other than the Other Affiliate Accounts) of each Borrower that such Accounts have been assigned to the Agent and of the Agent’s security interest therein, to collect Accounts directly in its own name and may collect them directly and to charge to Borrowers the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuingincurred by Agent or Lenders, the Grantor, at the Agent’s request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are receivedincluding reasonable attorneys’ fees.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor The Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor shall establish a maintain lock-box service for collections of Accounts (accounts and other than lock-box arrangements reasonably satisfactory to the Other Affiliate Accounts) at a Clearing Bank Agent with such banks as are reasonably acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor shall instruct which all Account Debtors shall be instructed to make all payments directly to the address established for such serviceon Accounts. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of Accounts the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the Other Affiliate Accountsaggregate at any one time), it whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such Payments to be deposited not less often than daily in one of the lock-box accounts referred to above or in a Payment Account. All funds in such lock-box accounts shall receive such payments as be transferred on each Business Day to one or more concentration accounts designated by the Agent with a bank reasonably acceptable to the Agent’s trustee, . Each bank requested by the Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall immediately execute and deliver such payments to the Agent such agreements, in their original form duly endorsed in blank or deposit them into a Payment Accountand substance satisfactory to the Agent, as the Agent may directshall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. All collections received in any lock-box or Payment Account or directly by the Grantor or the AgentEach agreement with a bank at which a concentration account is established shall provide, and among other things, that all funds in any Payment Account or other deposited into such account to which such collections are deposited shall be subject transferred directly to such Grantor’s control unless a Cash Dominion Period exists, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantoron a daily basis. The Agent or the Agent’s 's designee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require requires to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent notifies the Grantor to the contrary, the Grantor The Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the Agent, shall receive all payments as the Agent’s 's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor Borrower at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the Grantor The Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent. The Grantor Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s 's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All collections received in any lock-box or Payment Account or directly by the Grantor Borrower or the Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s the Agent's sole control unless a Cash Dominion Period exists, in which case and withdrawals by the Agent Borrower shall not be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantorpermitted. The Agent or the Agent’s 's designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent and of the Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the GrantorBorrower, at the Agent’s 's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrary, the Grantor Borrower shall make collection of all Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the Agent’s Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account established for at the account of Lender's request, as the Grantor at a Clearing Bank acceptable to Lender may direct. If the Agent, subject to a Blocked Account Agreement. On or prior to the date hereofLender requests, the Grantor Borrower shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank bank mutually acceptable to the Agent Lender and subject the Borrower and pursuant to a Blocked Account Agreement and other documentation acceptable satisfactory to the AgentLender. The Grantor If such lock-box service is established, the Borrower shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor Borrower receives any proceeds Proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the Agent’s Lender's trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may direct. All collections received in any lock-such lock box or Payment Account or directly by the Grantor Borrower or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantor’s control unless a Cash Dominion Period existsdeposited, in which case the Agent shall be the only Person entitled sole property of the Lender and subject to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such GrantorLender's sole control. The Agent Lender or the Agent’s Lender's designee may, at any time after the occurrence of when an Event of DefaultDefault occurs and is continuing, , notify Account Debtors with respect to Accounts (other than obligors that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the Agent’s security interest Security Interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account Borrower's loan account as a Revolving Loan. So long as an Event of Default has occurred and is continuingAt the Lender's request, the Grantor, at the Agent’s request, Borrower shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.

Collection of Accounts; Payments. (a) Until the Agent Lender notifies the Grantor Borrower to the contrarycontrary in writing, the Grantor each Credit Party shall make collection of all its Accounts (other than the Other Affiliate Accounts) and other Collateral for the AgentLender, shall receive all payments as the AgentLender’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantor such Credit Party at a Clearing Bank acceptable to the AgentLender, subject to a Blocked Deposit Account Control Agreement. On or prior to the date hereof, the Grantor each Credit Party shall establish a lock-box service for collections of Accounts (other than the Other Affiliate Accounts) at a Clearing Bank acceptable to the Agent Lender and subject to a Blocked Deposit Account Control Agreement and other documentation acceptable to the AgentLender. The Grantor Credit Parties shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, the Grantor a Credit Party receives any proceeds of Accounts (other than the Other Affiliate Accounts), it shall receive such payments as the AgentLender’s trustee, and shall immediately deliver such payments to the Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent Lender may directdirect in writing. All collections received in any lock-box or Payment Account or directly by the Grantor a Credit Party or the AgentLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to such Grantorthe Lender’s control unless a Cash Dominion Period existspursuant to the terms of any applicable Deposit Account Control Agreement. Subject to the terms of the Intercreditor Agreement, in which case the Agent shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor. The Agent Lender or the AgentLender’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors with respect to Accounts (other than in writing that the Other Affiliate Accounts) that such Accounts have been assigned to the Agent Lender and of the AgentLender’s security interest therein, and may collect them directly and charge such Accounts directly, at the collection costs and expenses Borrower’s expense. Subject to the Loan Account as a Revolving Loan. So long as terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the GrantorCredit Parties, at the AgentLender’s written request, shall execute and deliver to the Agent Lender such documents as the Agent Lender shall require to grant the Agent Lender access to any post office box in which collections of Accounts (other than the Other Affiliate Accounts) are received.