Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective account debtors its Account Debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory Inventory, Equipment Leases or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or Borrower has agreed that all funds in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a each Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory Inventory, Equipment Leases or other Collateral or otherwise otherwise, shall be transferred daily to Agent's Account, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations Obligations, and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes . Borrower shall identify on a daily basis at the time of calculating transfer to Agent's Account each amount so transferred to Agent's Account. Borrower shall cause Parent and each other Loan Party to execute and deliver to Agent a Control Agreement establishing similar cash management systems. Borrower and each other Loan Party and its respective directors, employees, agents or Subsidiaries shall, acting as trustee for Agent, receive, as the amount property of the Loans available to BorrowersAgent, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or any Guarantor’s such Loan Party's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 5.17 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers On the Restatement Effective Date, each Grantor shall notify each Account Debtor to make all payments on the Accounts Receivable Collateral to a lockbox specified by the Agent. Upon the occurrence of an Event of Default: (1) the Grantors shall establish and maintain, maintain with the Agent a Collateral Reserve Account; (2) all payments received at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral the lockbox shall be deposited by the Agent into which Borrowers the Collateral Reserve Account; and (3) each Grantor immediately upon receipt shall promptly deposit transfer and direct their respective account debtors deliver to directly remit the Agent all payments on Receivables cash, checks, drafts, items and all payments constituting proceeds other instruments for the payment of Inventory or other Collateral in the identical form in money which such payments are made, whether by cash, check Grantor now has or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or may at any time hereafter receive in full or partial payment for the Inventory Collateral or otherwise as proceeds of the Accounts Receivable Collateral and, pending such transfer and from time delivery, such Grantor shall be deemed to time Administrative and Collateral Agent, hold same in trust for itself and the ratable benefit of the Lenders Agent. All collected balances in the Collateral Reserve Account shall be applied by the Agent on a daily basis in ratable payment of amounts outstanding under first, the Swing Line Advances and then, to the Advances of the several Banks and then, at the request of the Required Banks, to the Letter of Credit Advances and the Bank Product Providersother Obligations, may become bank’s customer with respect as the Required Banks shall direct the Agent. No Grantor shall be entitled to draw on the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to Reserve Account without the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment prior written consent of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000Agent; provided, thathowever, that at any time during which collected balances exist in the Collateral Reserve Account, if either (x) such there are no amounts outstanding under the Notes and no other Obligations are due and payable, and provided that no Default or Event of Default is subsequently waived in accordance with existence, a Grantor may withdraw such collected balances, or any portion thereof, therefrom. The Agent may, additionally, at any time in its sole discretion, enforce Grantor’s rights against the terms of this Agreement Account Debtors, including, without limitation, direct Account Debtors to make payments on the Accounts Receivable Collateral, or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurredportions thereof, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject directly to the sole control of Administrative and Collateral Agent and Borrowers the Account Debtors are not permitted hereby authorized and directed to access do so by a Grantor upon the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall existAgent’s direction, Borrowers and the funds so received shall be permitted to access and direct the transfer of funds also deposited in the Blocked Accounts. Each Borrower Collateral Reserve Account and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, applied as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsaforesaid. (b) For purposes Upon occurrence of calculating an Event of Default, the amount Agent shall have the right at any time, acting if it so chooses in the name of any or all of the Loans available Grantors, to Borrowerscollect the Accounts, payments will be applied (conditional upon final collection) to sell, assign, compromise, discharge or extend the Obligations on time for payment of any Account, to institute legal action for the Business Day collection of receipt by Administrative and Collateral Agent of immediately available funds any Account, to apply all amounts in the Payment Collateral Reserve Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes payment of calculating interest on the Obligations, during and to do all acts and things necessary or incidental thereto and the Grantors hereby ratify all such acts. The Agent may at any Blocked time after the occurrence of such Event of Default and without notice to any Grantor, notify any Account Activation Period, Debtor or guarantor thereof that the Account owed by such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) Debtor has been assigned to the Obligations on Agent and is to be paid directly to the date of receipt of immediately available funds by Administrative and Collateral Agent in Agent. At the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual request the Grantors will so notify Account Debtors and customary practices as in effect from shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Agent. In the event Account Debtors are so notified, no Grantor shall compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance with respect to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on any Account without the next Business Dayprior written consent of the Agent. (c) IfEach Grantor irrevocably designates and appoints the Agent, during effective upon the occurrence of an Event of Default, its true and lawful attorney either in the name of the Agent or in the name of such Grantor to ask for, demand, xxx for, collect, compromise, compound, receive, receipt for and give acquittances for any Blocked Account Activation Periodand all sums owing or which may become due upon any items of the Inventory Collateral or the Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the Agent may deem necessary or desirable in order to realize upon the Inventory Collateral and the Accounts Receivable Collateral, including, without limitation, power to endorse in the name of such Grantor, any Borrower checks, drafts, notes or any Guarantor receives possession other instruments received in payment of or otherwise has control on account of any monies, checks, notes, drafts the Inventory Collateral or any other payment relating to and/or proceeds of the Accounts or other Receivable Collateral, but the Agent shall not be under any duty to exercise any such Person shall hold such items as trustee authority or power or in any way be responsible for Administrative and the collection of the Inventory Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementAccounts Receivable Collateral.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which which, Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect hereof. Prior to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to occurrence of a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall existCash Management Event, Borrowers shall be permitted to access and direct the transfer of funds in cash from the Blocked AccountsAccounts and to use funds therein for working capital and general corporate purposes to the extent permitted herein. Each Upon the occurrence of a Cash Management Event, (i) each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the outstanding Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations, and (ii) Agent may disregard Borrowers’ instructions with respect to the Blocked Accounts and exercise exclusive dominion and control over the Blocked Accounts and apply funds deposited therein as provided herein. Agent’s right to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until the occurrence of a Cash Management Reinstatement Event, unless a subsequent Cash Management Event shall occur, whereupon Agent shall have the rights of exclusive dominion and control as described herein. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. (c) IfEach Borrower and Guarantor and their respective employees and agents shall, during any Blocked Account Activation Periodacting as trustee for Agent, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; providedcontinuing, thatwithout limiting Bank’s other rights and remedies, if either (x) Bank shall have the right to apply such Event of Default is subsequently waived in accordance with proceeds pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.9.4

Collection of Accounts. Borrower shall at all times maintain lockboxes (athe "Lockboxes") Borrowers shall establish and maintainand, at its expense, blocked accounts or lockboxes and related blocked accounts immediately after the Closing Date (in either case, “Blocked Accounts”if Borrower has not already done so), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit instruct all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer Debtors with respect to the Blocked Accounts Accounts, General Intangibles, and promptly Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, each of which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon Administrative and Collateral receipt shall be deposited into a Lockbox Account; provided, however, that (a) until Agent’s request, Borrowers in its reasonable credit judgment, shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything notify Borrower to the contrary contained herein or contrary, Collections may be deposited by individual stores, in the ordinary course of business, into a local depositary that is not a Lockbox Bank and thereupon any Deposit Account Control Agreement relating collected funds from such deposited Collections shall be wire transferred within one Business Day to a Blocked Lockbox Account, Administrative and Collateral Agent shall not issue subject to any bank at nonmaterial amounts which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are may take longer to be automatically on transferred from the local depository accounts as a result of data transmission errors; and (b) Borrower may retain $500 of cash in each of its retail store locations. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received and collected in each Lockbox Account shall be wired each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access into another Lockbox or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or account (ythe "Agent's Account") Modified Adjusted Excess Availability is greater than $40,000,000 maintained by Agent at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected depositary selected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgent. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds Upon occurrence of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default and during the continuation thereof, the Administrative Agent shall have the right at any time, acting if it so chooses in the name of any or a Default with respect all of the Grantor, to non-collect the Accounts, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the Obligations has occurred collection of any Account, and to do all acts and things necessary or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) incidental thereto and the Grantor hereby ratify all such acts. The Administrative Agent may at any time after the occurrence of such Event of Default and during the continuation thereof and without notice to the Grantor, notify any Account Debtor or guarantor thereof that the Account owed by such Account Debtor has been assigned to the Administrative Agent and is subsequently waived in accordance with to be paid directly to the terms Administrative Agent. At the Administrative Agent’s request following the occurrence of this Agreement or such Default did not mature into an Event of Default and during the continuation thereof the Grantor will so notify Account Debtors and shall indicate on all xxxxxxxx to Account Debtors that payments thereon are to be made to the Administrative Agent. In the event Account Debtors are so notified, the Grantor shall not compromise, discharge, extend the time for payment or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default otherwise grant any indulgence or Default allowance with respect to non-payment any Account without the prior written consent of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgent. (b) For purposes of calculating The Grantor irrevocably designates and appoints the amount Administrative Agent its true and lawful attorney either in the name of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds or in the Payment Account provided such payments name of the Grantor, effective after the occurrence of an Event of Default and notice during the continuation thereof are to ask for, demand, xxx for, collect, compromise, compound, receive, receipt for and give acquittances for any and all sums owing or which may become due upon any items of the Inventory Collateral or the Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the Administrative Agent may deem necessary or desirable in order to realize upon the Inventory Collateral and the Accounts Receivable Collateral, including, without limitation, power to endorse in the name of the Grantor, any checks, drafts, notes or other instruments received in accordance with payment of or on account of the Inventory Collateral or the Accounts Receivable Collateral, but the Administrative and Agent shall not be under any duty to exercise any such authority or power or in any way be responsible for the collection of the Inventory Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on or the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayAccounts Receivable Collateral. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating The rights set forth in this Section 5 are supplementary and in addition to (and not in limitation of) the rights granted to the Administrative Agent and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited Secured Parties in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementCredit Documents.

Collection of Accounts. (a) Borrowers shall establish and maintainThe Debtor shall, at its expenseupon receipt of all checks, blocked accounts or lockboxes and related blocked accounts (in either casedrafts, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check and other remittances in payment of or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit on account of the Lenders and the Bank Product ProvidersAccounts, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked AccountsCollateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or remit liquidation of such Accounts until the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any Lender’s payments right it may have to or indemnification charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such bankdeposit, financial institution the Debtor agrees that it will not commingle any such checks, drafts, cash or other Personremittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collateral Reserve Account. The obligation of Borrowers to reimburse Administrative and Collateral Agent as agent for the Secured Parties shall have the right, upon the occurrence and Lenders for during the continuance of any Default or Event of Default, to apply the funds on deposit in the Collateral Reserve Account against the Obligations in such amounts pursuant to this Section 6.3 shall survive order of application as is required by the termination or non-renewal of this Credit Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintainat all times maintain Lockbox Agreements and, at its expenseimmediately after the Closing Date, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit instruct all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer Debtors with respect to the Blocked Accounts Accounts, General Intangibles, and promptly Negotiable Collateral of Borrower to remit all Collections in respect --- thereof in accordance with such Lockbox Agreements. Borrowers, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrowers agree that all Collections and other amounts received by any Borrower from any Account Debtor or any other source immediately upon Administrative receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrowers without the prior written consent of Foothill. Upon the terms and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything subject to the contrary contained herein or conditions set forth in any Deposit Account Control Agreement relating to a Blocked Accountthe Lockbox Agreements, Administrative and Collateral Agent all amounts received in all Lockbox Accounts of P-Com at all Lockbox Banks located in the United States of America shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on wired each Business Day be remitted directly into an account (the "Foothill Account") maintained by Foothill at a depository selected by Foothill. With respect to all Lockbox Accounts of Network anywhere and all Lockbox Accounts of P-Com located in the Payment Account United Kingdom, Foothill shall have the right at any time from and that Borrowers are not permitted to access or otherwise direct such funds unless either after a date on which (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred and is continuing, or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) 10,000,000 to require that all amounts received in such Event Lockbox Account be wired each Business Day into the Foothill Account. In the absence of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default requirement with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Lockbox Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees thatimmediately preceding sentence, during any Blocked Account Activation Period, all payments made amounts received in such Lockbox Accounts may be transferred to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect an account of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationseither Borrower." (b) For purposes of calculating the amount Section 3.3 of the Loans available Agreement is hereby amended and restated in its entirety to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices read as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.follows:

Collection of Accounts. (a) Borrowers Each Borrower and Guarantor shall establish and maintain, at its expense, blocked accounts deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or lockboxes Guarantor may hereafter select and related blocked accounts which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in either caseevery form, “including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts”), and (2) as Administrative and Collateral Agent may specifyotherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Administrative and Collateral Agent (the “Blocked Accounts”) into which Borrowers each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and direct their respective account debtors to directly remit all payments on Receivables Credit Card Processors, and all payments constituting other proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannerCollateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof hereof. Without limiting any other rights or at any time and from time remedies of Agent or Lenders, subject to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 Required Lenders), instruct the depository banks at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject maintained to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is referred continuing and Agent shall send to herein is Administrative Borrower a “Blocked Account Activation Period”)copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Unless Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgent Payment Account, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAccounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of Term Loan Outstandings, subject to the Loans available Intercreditor Agreement, any payment made pursuant to Borrowers, payments Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ the applicable loan accounts account on such day, and if not, then on the next Business Day. For Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the date same Business Day of receipt by Agent of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) IfSubject to the terms of the Intercreditor Agreement, upon the occurrence and during any Blocked Account Activation Periodthe continuance of an Event of Default, any Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or any Guarantor receives possession other Affiliates shall receive and promptly remit to Agent, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Except as otherwise provided in this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and after the occurrence and during the continuance of an Event of Default, at Collateral Agent’s direction, shall take) such actions as the Debtors or Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time after the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to, or upon the request of Collateral Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) Borrowers directly to Collateral Agent (by instructing that such payments be remitted to a post office box which shall establish be in the name and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”under the control of Collateral Agent), as Administrative or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of Collateral Agent) under arrangements in form and substance satisfactory to Collateral Agent may specifypursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to Collateral Agent. In addition to the foregoing, with each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Debtor while an Event of Default exists, such Debtor shall promptly deposit and direct their respective account debtors deliver such Proceeds to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect Secured Parties to the Blocked Accounts and promptly upon Administrative and extent provided in the Intercreditor Agreement, with any necessary endorsements. Until such Proceeds are delivered to Collateral Agent’s request, Borrowers such Proceeds shall execute and deliver be held in trust by such agreements or documents as Administrative and Debtor for the benefit of Collateral Agent may require in connection therewithand shall not be commingled with any other funds or property of any Debtor. Notwithstanding anything All Proceeds of Collateral received by Collateral Agent pursuant to this Section shall be applied to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Senior Secured Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Intercreditor Agreement.

Collection of Accounts. (a) Borrowers Borrowing Base Parties shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrowing Base Parties shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrowing Base Parties shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers Borrowing Base Parties shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. With respect to the disbursement accounts of Borrowing Base Parties (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds deposited into the disbursement accounts to the Agent Payment Account at any time that an Event of Default shall exist or have occurred and be continuing. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the same Business Day as the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Revolving Loans that are Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish shall, immediately after the Closing Date, instruct all Credit Card Processors and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable all depositories maintaining a DDA to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments Collections directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannereach Business Day. Borrowers shall deliver, or cause all cash received by Borrowers at any retail store location to be delivered to Administrative and Collateral Agent, deposited on a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a daily basis into any Blocked Account is maintained as provided in Section 5.2 hereof or or, at Agent's option, any time and from time to time Administrative and Collateral Agentother bank account, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are thereupon to be automatically deposited to or sent by electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day be remitted directly to the Payment Concentration Account. In addition, Borrowers agrees that all other Collections and other amounts received directly by Borrowers from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Account. With respect to such bank accounts that are Blocked Accounts, Borrowers, Agent and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default the Blocked Account Banks shall enter into Blocked Account Agreements, which, among other things, with respect to non-payment all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited into a Blocked Account to be sent by electronic funds transfer (including, but not limited to, ACH transfers) each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts) into which Collections are deposited, Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrowers without the prior written consent of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with Agent. Upon the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds conditions set forth in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement applicable to the Concentration Account, all payments made to such Blocked Accounts or other funds amounts received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Concentration Account shall be treated as payments to Administrative and Collateral wired each Business Day into an account (the "Agent's Account") maintained by Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsat a depositary selected by Agent. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayBorrowers shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. For the purposes of calculating interest on the Obligations, during open or maintain any Blocked Account Activation Period, such payments deposit account or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance investment account with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked other than the Designated Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any Accounts and the other accounts listed on Schedule 5.17. All deposit account or any accounts and investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation accounts of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementits Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrowing Base Parties shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. With respect to the disbursement accounts of Borrowers (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds deposited into the disbursement accounts to the Agent Payment Account at any time that an Event of Default shall exist or have occurred and be continuing. (b) For the purposes of calculating interest on the amount of the Loans available to BorrowersObligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the same Business Day as the date of receipt by Administrative and Collateral Agent of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For The economic benefit of the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent timing in the Payment Account provided such application of payments or other funds (and notice thereof are received in accordance the administrative charge with Administrative and Collateral respect thereto, if applicable) shall be for the sole benefit of Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish Upon the occurrence and maintainpendancy of an Event of Default, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewithBorrower to maintain lockboxes (the "Lockboxes") and instruct all Account Debtors to remit all amounts owed by them to one of such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at the applicable Lockbox Bank. Notwithstanding anything the Borrower's cure of any Events of Default, Agent may continue to require Borrower to comply with the provisions of this section. Borrower agrees that all Collections received by Borrower while the provisions of this section are in effect from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account or into deposit accounts that are not the subject of a Lockbox Agreement and from which Borrower shall remit all funds contained therein to one of the Lockbox Accounts (any such deposit account, a "Qualified Local Deposit Account"); PROVIDED, HOWEVER, Borrower shall maintain no more than 50 Qualified Local Deposit Accounts; PROVIDED FURTHER, HOWEVER, that all Collections received into such Qualified Local Deposit Accounts shall be wired directly or indirectly no less frequently than weekly to the contrary contained herein or in any Deposit Account Control Concentration Account. No Lockbox Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that arrangement contemplated thereby shall be modified by Borrower without the funds prior written consent of Agent. Upon the terms and subject to the conditions set forth in such deposit accounts are to the Lockbox Agreements, all amounts received in each Lockbox Account shall be automatically on wired directly or indirectly each Business Day into the Concentration Account. All amounts received in the Concentration Account shall be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature wired each Business Day into an Event of Default or account (ythe "Agent's Account") Modified Adjusted Excess Availability is greater than $40,000,000 maintained by Agent at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected depository selected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgent. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall Debtor shall, unless Lender requires Debtor to establish a lockbox arrangement upon the occurrence and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds during the continuation of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default (as defined in paragraph 9), collect all Accounts, and whenever Debtor shall receive any payment of any Account, Debtor shall hold such payment in trust for Lender. Debtor authorizes Lender to endorse the name of Debtor upon any checks or a Default other items received in payment of any Account and to do any and all things necessary in order to reduce the same to money. During the continuance of any Event of Default, Debtor also authorizes Lender, without notice, to appropriate and apply any balances, credits, deposits, accounts or money of Debtor in Lender's possession, custody or control to the payment of any of the Obligations. If any of the Accounts arise out of contracts with or orders from the United States or any State or any department, agency or instrumentality thereof, but subject to the terms and conditions set forth in the Credit Agreement, Debtor shall immediately notify Lender thereof in writing and shall execute any instrument and take any steps required by Lender in order that all money due and to become due under such contract or order shall be assigned to Lender and due notice thereof given to the appropriate governmental agency. Subject to the terms and conditions set forth in the Credit Agreement with respect to non-payment U.S. government Accounts, Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the judgment of Lender be necessary or desirable to evidence, validate and perfect the Obligations has occurred or (ii) Excess Availability is less than $40,000,000security interest of Lender in the Accounts; provided, thathowever, if either (x) such that until the occurrence of an Event of Default is subsequently waived in accordance Default, Debtor shall not be required to comply with the terms Federal Assignment of this Agreement Claim Act (provided further that said Accounts may not be included in the "Borrowing Base" following and 107 during the continuation of an "Event of Default" until compliance is completed, as set forth in the Credit Agreement). Upon the occurrence and during the continuation of an Event of Default, Lender shall have the right to notify any persons or such Default did not mature into entities owning any Accounts and to demand and receive payment, but Lender shall have no duty so to do. Upon the occurrence and during the continuation of an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at and upon the request of Lender, Debtor shall notify such account debtors and shall indicate on all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made invoices to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of account debtors that the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsaccounts are payable into a lockbox. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Each Borrower and Guarantor shall establish and maintain, at its expense, blocked accounts deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or lockboxes Guarantor may hereafter select. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and related blocked accounts Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in either caseevery form, “including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts”), and (2) except as Administrative and Collateral Agent may specifyotherwise agree). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Administrative and Collateral Agent (the “Blocked Accounts”) into which Borrowers each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and direct their respective account debtors to directly remit all payments on Receivables Credit Card Processors, and all payments constituting other proceeds of Inventory or other Collateral in the identical form in which such payments are madeCollateral. Subject to Section 9.26, whether by cash, check or other manner. any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof hereof. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at any time its option, and from time to time Administrative and Collateral Agentshall (at the direction of Required Lenders), for itself and instruct the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject maintained to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is referred continuing or a Compliance Period is continuing and Agent shall send to herein is Administrative Borrower a “Blocked Account Activation Period”)copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Unless At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgent Payment Account, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAccounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes Borrowers shall make each payment or prepayment required to be made by them hereunder (whether of calculating the amount principal, interest, fees or reimbursement of the Loans available LC Disbursements, or of amounts payable under Sections 3.3, 3.5 or 3.7, or otherwise) prior to Borrowers2:00 p.m., payments will be applied (conditional upon final collection) to the Obligations New York time, on the Business Day of receipt by Administrative and Collateral Agent of date when due or the date fixed for any prepayment hereunder, in immediately available funds funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the Payment Account provided such payments and notice thereof are discretion of Agent, be deemed to have been received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next succeeding Business Day. For the Day for purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, thereon. All such payments or other funds received from the Blocked Account will shall be applied (conditional upon final collection) made to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account Account, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 3.3, 3.5, 3.7 and 9.22 shall be made directly to the Persons entitled thereto. Agent shall distribute any such payments or received by it for the account of any other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time Person to time and within sufficient time the appropriate recipient promptly following receipt thereof. Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to credit Borrowers’ loan accounts on such day, and if not, then on the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (c) If, Upon the occurrence and during the continuance of an Event of Default or upon the commencement of any Compliance Period and during any Blocked Account Activation Compliance Period, any Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or any Guarantor receives possession other Affiliates shall receive and promptly remit to Agent, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Each Loan Party shall hold all payments on, and proceeds of, its Accounts in trust for the Administrative Agent and shall immediately deliver all such payments and proceeds to the Administrative Agent in their original form, duly endorsed, by depositing all proceeds of such Accounts into one or more lockbox accounts, or such other “blocked accounts” as the Administrative Agent may specify (a) Borrowers which, for the avoidance of doubt, shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”be maintained with SVB), in each case pursuant to a blocked account agreement in such form as the Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative specify in its good faith business judgment; provided that (i) the Loan Parties shall open collection accounts at SVB and Collateral Agent into which Borrowers shall promptly deposit and direct their respective notify all applicable account debtors to directly remit all payments on Receivables in to the collection accounts at SVB and all cause any payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause made into collection accounts not located at SVB to be delivered to Administrative and Collateral Agent, promptly swept into a Deposit SVB Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii), the Loan Parties shall close any collection account not located at SVB and (iii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers Borrower shall be permitted to access and direct the transfer use Remote Deposit Capture for checks with an aggregate monthly limit of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders $250,000 to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available such Remote Deposit Capture deposits are directed to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided an a SVB Account. Any such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or actually paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in collected by the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 6.3(c) shall survive be applied by the termination Administrative Agent to the reduction of the Revolving Loans then outstanding; provided that (A) if no Default or non-renewal Event of Default has occurred and is continuing or (B) to the extent that (i) any amount of such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding, (ii) such remaining amount is not otherwise required to be applied to the Obligations pursuant to any other Section of this Agreement, and (iii) no Default or Event of Default has occurred and is continuing and (iv) the Required Lenders have not otherwise requested that such remaining amount be applied to the Obligations then outstanding, then such remaining amount shall be return by the Administrative Agent to the Borrower.

Collection of Accounts. (a) Borrowers Each US Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), ) as Administrative and Collateral Agent Required Lenders may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Agent, into which Blocked Accounts US Borrowers shall promptly deposit deposit, and direct their respective account accounts debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are mademade or received, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause The parties hereto agree that: (i) each US Borrower has access to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each all funds in its bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to accounts including the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements until a Default or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default exists or a Default with respect to non-payment of the Obligations has occurred or and is continuing; and (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event as of Default is subsequently waived in accordance with the terms date of this Agreement or such Default did not mature into an Event Agreement, each US Borrower is freely choosing to deposit, and direct its account debtors that remit payments by electronic funds transfer to directly remit, all payments on Accounts and all payments constituting proceeds of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control Inventory or other such instructions (any such period during Collateral into the Blocked Accounts. The banks at which the Blocked Accounts are subject established, US Borrowers and Agent shall enter into “springing” deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to Required Lenders, acting reasonably, providing that: (i) the depository bank has no Lien upon, or right to set-off against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein; and (ii) at any time a Default or Event of Default exists or has occurred and is continuing, Agent may (and at the direction of Tranche B Agent shall) provide notice to the sole control of Administrative and Collateral Agent and Borrowers are not permitted depository bank (such notice being the “Full Control Notice”) to access wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Payment Accounts. Each US Borrower and each Guarantor agrees that, during at any Blocked Account Activation Periodtime a Default or Event of Default exists or has occurred and is continuing and a Full Control Notice has been delivered by Agent to the depository bank, all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for the benefit of US Lenders, and Collateral shall be applied by Agent and Lenders to the extent of the then outstanding ObligationsObligations in accordance with Section 5.4. (b) For purposes of calculating the amount of the Revolving Loans available to US Borrowers, such payments referred to in Section 5.3(a) above will be applied (conditional upon final collection) to the Obligations in accordance with Section 5.4 on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. If Agent receives funds in a Payment Account at any time at which no Obligations are payable pursuant to Section 5.4 or in excess of such outstanding Obligations payable pursuant to Section 5.4, Agent shall transfer such funds to applicable US Borrower at such account as such US Borrower may direct, provided that such US Borrower shall, at Agent’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Agent a cash collateral agreement in form and substance satisfactory to Agent providing to Agent a first priority Lien over such account. (c) IfAt any time a Default or Event of Default exists or has occurred and is continuing, during any Blocked Account Activation PeriodUS Borrowers and all of their affiliates, any Borrower Subsidiaries, shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event event, after a Default or Event of Default exists or has occurred and is continuing, shall the same be commingled with any a US Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each US Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Agents’ payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers each US Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrowing Base Parties shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrowing Base Parties shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrowing Base Parties shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers Borrowing Base Parties shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) . With respect to the Obligations on disbursement accounts of Borrowing Base Parties (but not the Business Day of receipt by Administrative and Collateral Blocked Accounts or any collection accounts), Agent of immediately available will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds in deposited into the disbursement accounts to the Agent Payment Account provided such payments at any time that an Event of Default shall exist or have occurred and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daycontinuing. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers The Borrower shall establish have the right to collect all Accounts unless and maintainuntil an Event of Default has occurred and is continuing. All payments on, at its expenseand proceeds of, Accounts shall be deposited directly by the applicable Account Debtor into a lockbox account, or such other “blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), account” as the Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable pursuant to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed in form and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect substance satisfactory to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements Agent in its sole discretion. Whether or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the lockbox or (ii) Excess Availability is less than $40,000,000such blocked account, to be transferred by the Administrative Agent to an account of Borrower maintained at SVB; provided, that, if either (x) in the Administrative Agent’s sole discretion, such Event payments and proceeds may be applied to reduce the outstanding balance of Default is subsequently waived in accordance with the Revolving Loan pursuant to the terms of this Agreement or such Default did not mature into Section 2.18(l) hereof. If an Event of Default has occurred and is continuing, the Borrower shall immediately deliver all such payments and proceeds to the Administrative Agent in their original form, duly endorsed. Any such amounts actually paid to or collected by the Administrative Agent pursuant to this Section 6.3(c) shall be applied by the Administrative Agent, at any time during which an Event of Default has occurred and is continuing, to the payment in full of the Revolving Loans then outstanding. To the extent that (yA) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period any amount of 60 consecutive days and such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding, (B) no Event of Default or Default with respect then exists, (C) such remaining amount is not otherwise required to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day pursuant to any other Section of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daythis Agreement, and if not, then on (D) the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, Required Lenders have not otherwise requested that such payments or other funds received from the Blocked Account will remaining amount be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if notthen outstanding, then on such remaining amount shall be returned by the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating Administrative Agent to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.;

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors Account Debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers and Guarantors, shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may reasonably require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) Canadian Direct shall establish and maintain, at its expense, deposit accounts with such banks in Canada as are reasonably acceptable to Agent (the "Canadian Blocked Accounts") into which Canadian Direct shall promptly cause all amounts on deposit in the deposit accounts listed on Schedule 6.3 annexed hereto (together with any other deposit accounts at any time established or used by such Borrower for receiving such proceeds after the date hereof, collectively, the "Local Bank Accounts") and shall itself deposit or cause to be deposited all payments on Receivables, all amounts payable to Borrowers from Credit Card Issuers and Credit Card Processors, and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Canadian Direct shall deliver, or cause to be delivered to Agent a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Canadian Blocked Account or a Local Bank Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank's customer with respect to any of the Canadian Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Canadian Blocked Accounts are maintained to transfer the funds on deposit in the Canadian Blocked Accounts to such operating bank account of Canadian Direct and to follow the directions of Canadian Direct until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Canadian Blocked Accounts are maintained to transfer all funds received or deposited into the Canadian Blocked Accounts to the Agent Payment Account at any time that either: (A) an Event of Default shall exist or have occurred and be continuing, or (B) Excess Availability shall be less than $5,000,000. Canadian Direct agrees that all payments made to such Canadian Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (c) For purposes of calculating the principal amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative charge in an amount equivalent to the interest that would have been payable for such Business Day had there been Revolving Loans outstanding on such day as calculated by Agent in accordance with its customary practice, PROVIDED, THAT, an administrative charge shall not be charged with respect to amounts received into the Agent Payment Account in respect of the proceeds of an initial public offering of the Capital Stock of Parent. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (cd) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or Guarantor's own funds, PROVIDED, THAT, if at any Guarantor’s own funds during any Blocked Account Activation Periodtime the Excess Availability shall be less than $5,000,000, Borrowers and Guarantors shall promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. Borrowers and Guarantors agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation obligations of Borrowers and Guarantors to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. As soon as reasonably practicable after the Effective Date, Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds to the outstanding Obligations in such order as it shall determine in its discretion. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the foregoing, whether or not an Event of Default or a Default with respect has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to non-payment of Bank in their original form, duly endorsed, to be applied to the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsSection 9.4 hereof. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) an If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; providedcontinuing, thatwithout limiting Bank’s other rights and remedies, if either (x) Bank shall have the right to apply such Event of Default is subsequently waived in accordance with proceeds pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.9.4

Collection of Accounts. SHF may directly collect each Purchased Account. At the request of SHF, Client and SHF shall notify each person liable on a Purchased Account (aan “Account Debtor”) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts by letter (each an “Account Debtor Notice Letter”) in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably a form acceptable to Administrative SHF that Purchased Accounts owed by such Account Debtor have been assigned and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors are payable to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannerSHF. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent Client shall not issue take or permit any action to change or revoke any bank at which a Blocked notification without SHF’s prior written consent and shall not request any Account is maintained a notice Debtor to pay any Purchased Account to Client. If Client receives any payments of sole control or other any Purchased Accounts despite delivery of such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either Debtor Notice Letters, Client shall (i) immediately notify SHF of such payment, (ii) hold such payment in trust and safekeeping for SHF, and (iii) immediately turn over to SHF the identical checks, monies or other forms of payment received, with any necessary endorsement or assignment. SHF shall have the right to endorse Client’s name on all payments received in connection with each Purchased Account and on any other proceeds of Collateral. SHF shall apply payments received first to the Purchased Accounts and, so long as there does not then exist an Event of Default or a Default an event that with respect notice or lapse of time would constitute an Event of Default, at SHF’s option, SHF shall credit the Reserve or remit to non-payment of Seller the Obligations has occurred or (ii) Excess Availability is less than $40,000,000excess; provided, that, that if either (x) such any Event of Default is subsequently waived in accordance or event that with the terms notice or lapse of this Agreement time or such Default did not mature into otherwise would constitute an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and then exists, SHF shall have no Event of Default or Default with respect duty to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (remit any such period during collections, which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall collections constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayCollateral, and if not, then on the next Business Day. For the purposes of calculating interest on may apply such collections to reduce the Obligations. Client shall indemnify and hold SHF harmless from any expenses, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative damages and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account claims arising out of Administrative and Collateral AgentSHF’s or collection of any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementAccounts.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered delivered, to Administrative and Collateral Agent, Agent a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may reasonably require in connection therewith. Notwithstanding anything Unless and until a Trigger Event exists, Agent shall permit such banks maintaining such Blocked Accounts to remit amounts deposited therein to the contrary contained herein or in any Deposit Account Control Agreement relating to operating accounts of Borrowers. During the existence of a Blocked AccountTrigger Event, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing each Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4 hereof on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ the applicable Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative charge in an amount equivalent to the interest that would have been payable for such Business Day had there been Revolving Loans outstanding on such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. In the event that at any time Agent is not receiving collections on Receivables or other payments under this Section 6.3, Agent shall be entitled to an administrative charge in an amount equivalent to the collection day charges Agent would have received in accordance with its customary practice had Agent received such collections. (c) IfEach Loan Party and its respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any GuarantorLoan Party’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which The Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, into one or cause more deposit accounts subject to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where pursuant to Section 6.2(d) (the “Blocked Accounts”). Each Deposit Account Control Agreement entered into with respect to a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time shall provide the Administrative Agent with the ability, during a Cash Dominion Period, to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect direct that all payments to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything be swept daily to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Administrative Agent Payment Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Loan Party agrees that, that during any Blocked Account Activation Period, a Cash Dominion Period all payments made to such Blocked Accounts or other funds received and collected by the Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Administrative and Collateral Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative and Collateral Agent and the Lenders to the extent of the then outstanding Obligations. (b) Except during a Cash Dominion Period, the Administrative Agent will not give notice under any Deposit Account Control Agreement terminating the Borrowers’ right to have access to such deposit accounts or give instructions with respect thereto. During any Cash Dominion Period, the Borrowers, promptly upon the request of the Administrative Agent, shall deliver to the Administrative Agent a schedule of all deposit accounts (other than deposit accounts described in clauses (A) and (E) of the definition of Excluded Account), that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a contact person at such depository. (c) For purposes of calculating (i) the amount of the Loans and Letters of Credit available to Borrowersthe Borrowers and (ii) the amount of interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Administrative Agent Payment Account Account, provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts not later than 2:00 p.m. on such day, and if not, then . All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day. For the purposes of calculating Day and any applicable interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) fees shall continue to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Dayaccrue. (cd) If, during any Blocked Account Activation During a Cash Dominion Period, any Borrower or any Guarantor receives possession each Loan Party and their respective employees, agents and Subsidiaries shall, acting as trustee for the Administrative Agent, receive, as the property of or otherwise has control of the Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Collateral which come into their possession or other Collateral, such Person shall hold such items as trustee for Administrative under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the a Blocked AccountsAccount, or remit the same or cause the same to be remitted, in kind, to the Administrative and Collateral Agent. In no event shall the same be commingled with any BorrowerLoan Party’s or any Guarantor’s own funds during any Blocked Account Activation Periodother funds. The Borrowers agree to reimburse the Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of the Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of the Borrowers to reimburse the Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (aSubject to Section 6.3(d) below, Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Lender a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof (which agreement shall provide that upon notice from Lender (which shall be given upon the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, as applicable), such bank will send funds on a daily basis to the Lender Payment Account and otherwise take instructions with respect to such Blocked Account only from Lender), or at any time and from time to time Administrative and Collateral Agentfollowing the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Upon the contrary contained herein or occurrence of any event set forth in any Deposit Account Control Agreement relating to a Blocked AccountSection 6.3(d) below, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing each Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish All Collections and maintainother amounts received by the Borrower from any account debtor, at its expensein addition to all other cash received from any other source (including, blocked accounts or lockboxes and related blocked accounts (in either casewithout limitation, “Blocked Accounts”), as Administrative and upon sales of Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be property permitted hereunder (unless remitted directly to the Payment Agent)), shall upon receipt be deposited into an account (each, a "Blocked Account") opened by the Borrower at a financial institution selected by the Borrower and acceptable to the Agent (each, a "Blocked Account Bank"). The Borrower shall use its best efforts to cause each Blocked Account Bank to enter into an agreement with the Borrower and that Borrowers are not permitted the Agent substantially in the form of Exhibit B to access or otherwise direct such funds unless either the Original Credit Agreement (i) an Event of Default or each, a Default "Blocked Account Agreement"), provided that, with respect to non-payment any Blocked Account not subject to a Blocked Account Agreement, the Agent may require the Borrower to close such Blocked Account and have all funds therein transferred to the BT Account and all future Collections which would otherwise be deposited in such Blocked Account deposited in another Blocked Account which is subject to a Blocked Account Agreement. Deposits in each Blocked Account shall be transferred via the automatic clearing house system each Business Day into an account (the "BT Account") maintained by the Agent at Bankers Trust Company and established pursuant to a concentration account agreement entered into among the Borrower, the Agent and Bankers Trust Company substantially in the form of Exhibit C to the Original Credit Agreement (the "Concentration Account Agreement"). Where applicable, such transfers shall be subject to the terms and conditions of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived relevant Blocked Account Agreement. The Borrower shall accurately report all amounts deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to ensure the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the proper transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsset forth above. (b) For purposes of calculating The Borrower may request that the amount of the Loans available to Borrowers, payments will be applied Agent close Blocked Accounts and/or open new Blocked Accounts (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remittedor, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.either case,

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, and together with the Qualified Cash Blocked Account, collectively, the “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. The Deposit Account Control Agreements covering the Blocked Accounts (other than the Qualified Cash Account) shall provide, among other things, that all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Agent Payment Account or such other account as may be designated by Agent. The Deposit Account Control Agreement covering the Qualified Cash Account shall provide, among other things, that, after delivery of a control notice to the applicable bank or other institution (which may be delivered by Agent upon the occurrence and during the continuance of an Event of Default), (i) such bank or other institution shall comply with the instructions given by Agent with respect to the Qualified Cash Account and funds therein without further consent by Borrowers and (ii) all amounts in the Qualified Cash Account be transferred on a daily basis by such bank or other institution to the Agent Payment Account or such other account as may be designated by Agent. The terms of this subsection (a) shall not apply to any Excluded Accounts. (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one (1) Business Day(s) following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrowers, during any Blocked Account Activation PeriodGuarantors and their respective employees, any Borrower or any Guarantor receives possession agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers and Guarantors agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Each Loan Party shall (aA) Borrowers shall establish and maintainmaintain cash management services of a type and on terms reasonably satisfactory to the Collateral Agents and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a Deposit Account subject to a Control Agreement that is a Collection Account, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly B) deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to Administrative and Collateral Agent, a Loan Party) into a Deposit Account subject to a Control Agreement that is a Collection Account. Each Loan Party shall hold all payments on, and proceeds of, its Accounts that it receives in trust for the Administrative Agent and shall immediately deliver all such payments and proceeds to the Administrative Agent in their original form, duly authorizedendorsed, executed and delivered by depositing all proceeds of such Accounts into one or more lockbox accounts, or via electronic deposit capture into a “blocked account” as the Administrative Agent may specify (a “Collection Account”), in each bank where case pursuant to a Blocked blocked account agreement in such form as the Administrative Agent may specify in its good faith business judgment. Any such amounts actually paid to the Collection Account is maintained as provided in or otherwise collected by the Administrative Agent pursuant to this Section 5.2 hereof or at any time and from time 6.3(c) shall be applied by the Administrative Agent on a daily basis to time Administrative and Collateral Agent, for itself and the ratable benefit reduction of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing Revolving Loans then outstanding; provided that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or if a Default with respect to non-payment of the Obligations has occurred Streamline Period is then in effect or (ii) Excess Availability is less than $40,000,000; providedto the extent that (A) any amount of such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding and the Cash Collateralization of the then effective L/C Exposure in an amount equal to 105% of such L/C Exposure, that, if either (xB) such remaining amount is not otherwise required to be applied to the Obligations pursuant to any other Section of this Agreement, and (C) no Default or Event of Default has occurred and is subsequently waived in accordance with the terms of this Agreement or continuing, then such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurredremaining amount shall, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent permitted by applicable law, be returned to a depository account of the then outstanding Obligations. (b) For purposes of calculating Borrower maintained with the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same subject to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Control Agreement.

Collection of Accounts. Each Revolving Borrower shall have the right to collect all payments in respect of its Accounts other than during the existence of an Event of Default (aduring which time the Administrative Agent may, in its sole discretion, collect any such Accounts of any Borrower); provided that (i) UCTSS shall collect all payments in respect of any Accounts of UCTSS through, and shall otherwise deposit all proceeds of such Accounts in, the UCTSS Designated Deposit Account, (ii) the Acquired Business shall collect all payments in respect of any Accounts of the Acquired Business through, and shall otherwise deposit all proceeds of such Accounts in, the Acquired Business Designated Deposit Account, and (iii) the Singapore Borrower shall collect all payments in respect of any Accounts of the Singapore Borrower through, and shall otherwise deposit all proceeds of such Accounts in, the Singapore Designated Deposit Account. With respect to any cash collections deposited by UCTSS into the UCTSS Designated Deposit Account, by the Acquired Business into the Acquired Business Designated Deposit Account, or by the Singapore Borrower into the Singapore Designated Deposit Account, as applicable, in accordance with this subsection (c): (A) if no Liquidity Event, Default or Event of Default then exists, (1) any such cash collections deposited into the UCTSS Designated Deposit Account may be accessed by UCTSS and otherwise swept nightly to another Controlled Account of UCTSS, (2) any such cash collections deposited into the Acquired Business Designated Deposit Account may be accessed by the Acquired Business and otherwise swept nightly to another Controlled Account of the Acquired Business, and (3) any such cash collections deposited into the Singapore Designated Deposit Account may be accessed by the Singapore Borrower and otherwise swept nightly to another Controlled Account of the Singapore Borrower; (B) if a Liquidity Event then exists but no Default or Event of Default then exists, (1) any such cash collections deposited into the UCTSS Designated Deposit Account and the Acquired business Designated Deposit Account shall be applied by the Administrative Agent to the Obligations of the Revolving Borrowers shall establish and maintainthen outstanding under the Revolving Facility within two Business Days after such collections are deposited into the UCTSS Designated Deposit Account or the Acquired Business Designated Deposit Account, at its expenseas applicable, blocked accounts or lockboxes and related blocked accounts in accordance with this subsection (in either case, “Blocked Accounts”c), as provided that any such cash collections so applied against the Revolving Borrowers’ Obligations under the Revolving Facility shall be applied by the Administrative Agent first to any ABR Loans of the Revolving Borrowers then outstanding and Collateral Agent may specifythen to any Eurodollar Loans of the Revolving Borrowers then outstanding, with and (2) any such banks as are reasonably acceptable to Administrative and Collateral Agent cash collections deposited into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Singapore Designated Deposit Account Control shall be applied by the Administrative Agent to the Obligations of the Singapore Borrower then outstanding under the Revolving Facility within two Business Days after such collections are deposited into the Singapore Designated Deposit Account in accordance with this subsection (c), provided that any such cash collections so applied against the Singapore Borrower’s Obligations under the Revolving Facility shall be applied by the Administrative Agent first to any ABR Loans of the Singapore Borrower then outstanding and then to any Eurodollar Loans of the Singapore Borrower then outstanding; and (C) if a Default or an Event of Default then exists, any such cash collections deposited into any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account shall be applied as otherwise provided in this Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained (including as provided in Section 5.2 hereof 8.3). To the extent that (I) any amount of any such payments or at any time and from time collections remains in the UCTSS Designated Deposit Account or the Acquired Business Designated Deposit Account after the application by the Administrative Agent thereof to time Administrative and Collateral Agent, for itself and the ratable benefit payment in full or Cash Collateralization of the Lenders and Obligations of the Bank Product ProvidersRevolving Borrowers then outstanding under the Revolving Facility, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request(II) no Liquidity Event then exists, Borrowers shall execute and deliver such agreements (III) no Default or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default then exists, and (IV) such remaining amount is not otherwise required to be applied to the other Obligations of any other Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Revolving Borrowers. To the extent that (A) any amount of any such payments or a Default with respect collections remains in the Singapore Designated Deposit Account after the application by the Administrative Agent thereof to non-the payment in full or Cash Collateralization of the Obligations has occurred of the Singapore Borrower then outstanding under the Revolving Facility, (B) no Liquidity Event then exists, (C) no Default or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default then exists, and (D) such remaining amount is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect otherwise required to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject be applied to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or other Borrower pursuant to any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Singapore Borrower.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which The Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, into one or cause more deposit accounts subject to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where pursuant to Section 6.2(d) (the “Blocked Accounts”). Each Deposit Account Control Agreement entered into with respect to a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time shall provide the Administrative Agent with the ability, during a Cash Dominion Period, to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect direct that all payments to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything be swept daily to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Administrative Agent Payment Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Loan Party agrees that, that during any Blocked Account Activation Period, a Cash Dominion Period all payments made to such Blocked Accounts or other funds received and collected by the Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Administrative and Collateral Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative and Collateral Agent and the Lenders to the extent of the then outstanding Obligations. (b) Except during a Cash Dominion Period, the Administrative Agent will not give notice under any Deposit Account Control Agreement terminating the Borrowers’ right to have access to such deposit accounts or give instructions with respect thereto. During any Cash Dominion Period, the Borrowers, promptly upon the request of the Administrative Agent, shall deliver to the Administrative Agent a schedule of all deposit accounts (other than deposit accounts described in clauses (A) and (E) of the definition of Excluded Account), that are maintained by the Loan Parties, which schedule shall include, with respect to each depository (i) the name and address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a contact person at such depository. (c) For purposes of calculating (i) the amount of the Loans and Letters of Credit available to Borrowersthe Borrowers and (ii) the amount of interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Administrative Agent Payment Account Account, provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts not later than 2:00 p.m. on such day, and if not, then . All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day. For the purposes of calculating Day and any applicable interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) fees shall continue to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Dayaccrue. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Except as otherwise provided herein, Debtor shall continue to collect all amounts due or to become due to Debtor under the Accounts, and, in connection with such collections, Debtor may take (a) Borrowers shall establish and maintainand, at its expenseSecured party's direction, blocked accounts shall take) such action as Debtor or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Secured Party may specify, with such banks as are reasonably acceptable deem necessary or advisable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit enforce collection of the Lenders Accounts. Upon the occurrence and during the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements continuance of any Default or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment (and, in any event, after receipt by Debtor of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived notice from Secured Party in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or Credit Agreement) (ya) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days amounts and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions proceeds (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds including instruments) received and collected by Administrative and Collateral Agent or any Lender, whether Debtor in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Accounts shall be treated received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the same form as payments to Administrative so received (with any necessary endorsement), and, if any Event of Default has occurred and Collateral Agent is continuing, applied as provided by Section H.4. hereof, and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating Debtor shall not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any account debtor or obligor thereunder or allow any credit or discount thereon. Secured Party shall have the Loans available to Borrowersright in its own name or in the name of Debtor, payments will be applied upon the occurrence and during the continuance of any Default or Event of Default (conditional upon final collection) to the Obligations on the Business Day of and, in any event, after receipt by Administrative and Collateral Agent Debtor of immediately available funds in the Payment Account provided such payments and notice thereof are received from Secured Party in accordance with Administrative the Credit Agreement), to notify any and Collateral Agent’s usual all account debtors to make payments of the Accounts directly to Secured Party, to demand, collect, receive, receipt for, sue for, compound and customary practices as give acquittal for, any and alx xmounts due or to become due on the Accounts and to endorse the name of the Debtor on all commercial paper given in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daypayment or part payment hereof, and if notin Secured Party's discretion to file any claim or take any other action or proceeding that Secured Party may deem necessary or appropriate to protect and preserve and realize upon the Accounts and related Collateral. Secured Party shall have no duty or obligation whatsoever to collect any Account, then on or to take any other action to preserve or protect the next Business Day. For the purposes of calculating interest on the ObligationsCollateral; however, during should Secured Party elect to collect any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives take possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee Debtor releases Secured Party from any claim or claims for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit loss or cause the same to be deposited damage arising from any act or omission in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementconnection therewith.

Collection of Accounts. (a) Borrowers shall establish and maintainSo ;ong as the procedures set forth in this Article remain in effect, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral the arrangements between the Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to making of Loans shall be handled in the Blocked Accounts manner set out herein. A. The Borrowers will, at Borrowers' cost and promptly upon Administrative and Collateral Agent’s requestexpense, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are (i) arrange for remittances on Ac- counts to be automatically on each Business Day be remitted made directly to the Payment Cash Collateral Account and that Borrowers are not permitted to access or otherwise direct in such funds unless either (i) an Event of Default or a Default with respect to non-payment of other manner as the Obligations has occurred or Agent may direct, (ii) Excess Availability is less than $40,000,000; providedexcept for disputed items, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, deposit all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lenderthe Borrowers on account of Accounts, whether in respect the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, into the Cash Collateral Account in original form received (but with any endorsements of the Receivables, as proceeds of Inventory Borrowers necessary for deposit or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day), and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds thereof, and (iii) deposit or cause to be deposited into the Cash Collateral Account all other sums paid or payable to the Borrowers from any source, including, but not limited to, insurance proceeds and condemnation awards. The deposits into the Cash Collateral Account will be subject to withdrawal only by Administrative and Collateral the Agent in the Payment Account provided as hereinafter provided. Until such payments or are deposited, such payments shall be deemed to be held in trust by the Borrowers for and as the Lenders' property and shall not be commingled with the Borrowers' other funds and notice thereof are received accounts, all of which will be maintained in accordance with Administrative Section 7.1.M. B. All remittances and Collateral Agent’s usual payments that are deposited in accordance with the foregoing will be immediately applied by the Agent to reduce the outstanding balance of the Loans, subject to the continued accrual of interest on such remittances and customary practices as payments for two (2) Business Days (or three {3} Business Days in effect from time the case of remittances and payments received after 12:00 noon, New York, New York time) and in any event subject to time and within sufficient time final collection in cash of the item deposited. C. The Agent shall not, however, be required to credit Borrowers’ loan accounts on such day, and if not, then on ' account for the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control amount of any monies, checks, notes, drafts or any other payment relating instrument which is unsatisfactory to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand Agent may charge the Borrowers' account for the amount of any amounts owed or paid instrument which is returned to the Agent unpaid. D. Each month the Agent shall render to the Borrowers a statement of the Borrowers' account, which shall constitute an account stated and shall be deemed to be correct and accepted by and be binding upon the Borrowers unless the Agent receives a written statement of the Borrowers' exceptions within thirty (30) days after such statement was rendered to the Borrowers. E. The Borrowers shall not, without the Agent's prior written consent, which the Agent may withhold in the Agent's business judgment, with respect to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established single Account in excess of $2,500.00 or any other bankcombination of Accounts in excess of $50,000.00 in any Fiscal Year, financial institution or other Person involved in grant any extension of the transfer time of funds to or from the Blocked payment of any Accounts, compromise, adjust or settle any other deposit account Accounts for less than the full amount thereof, release, in whole or in part, any investment account arising out of Administrative and Collateral Agent’s Person or property liable for the payment thereof, extend the time for payment thereof, or allow any Lender’s payments to credit or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this discount whatsoever thereon except as permitted under Section 6.3 shall survive the termination or non-renewal of this Agreement7.3.

Collection of Accounts. (a) Borrowers shall establish Upon the occurrence and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts during the continuance of any Event of Default (in either case, “Blocked Accounts”a "Default Period"), as Administrative Bank may require Borrower to establish a Special Remittance Account at Bank and Collateral Agent may specifyshall cause all of the Accounts Receivable to be paid by the Account Debtors into such Special Remittance Account. In the event any payments on the Accounts Receivable are made to Borrower during a Default Period, with Borrower shall notify Bank of such banks collections as are reasonably acceptable received and shall hold the Proceeds received from such collections in trust for Bank without commingling the same with other funds of Borrower and shall turn the same over to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral Bank immediately upon receipt in the identical form in which such payments are made, whether by cash, check or other mannerreceived. Borrowers shall deliver, or cause Proceeds so transmitted to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct deposited into the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsSpecial Remittance Account. (b) For purposes Bank may apply against the outstanding balance of calculating Borrower's Loan Accountor the amount outstanding balance of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect Term Note from time to time any collections on and within sufficient time Proceeds from Accounts Receivable forwarded to Bank and/or in Bank's possession (including, without limitation, any such collections and Proceeds in any lock-box, the Special Remittance Account or any operating or other account maintained or to be maintained by or for Borrower at Bank). Nothing herein shall be deemed to diminish or limit any of Bank's rights or remedies under applicable law or Section 3.3, Section 10, Section 11, or any other Section of this Agreement or otherwise. If no Event of Default has occurred or is continuing hereunder and if there is no excess outstanding balance in Borrower's Loan Account required to be paid by Borrower under Section 3.3 hereof, Bank may, at its option, deposit any or all collections on and Proceeds from Accounts Receivable in Bank's possession into Borrower's operating account maintained and to be maintained at Bank. Bank shall not be required to credit Borrowers’ loan accounts on such day, and if not, then on Borrower's Loan Account with the next Business Day. For the purposes amount of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments check or other funds instrument constituting provisional payment until Bank has received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds payment thereof at its office in cash or solvent credits accepted by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayBank. (c) If, Borrower shall provide notice to all Account Debtors to remit payments during any Blocked Default Period to the Special Remittance Account. Upon the occurrence of an Event of Default, Borrower shall notify the Account Activation PeriodDebtors of the security interest of Bank in the Accounts and shall instruct Account Debtors to remit payments directly to Bank, any and Bank may itself so notify Account Debtors. 6.2 Borrower agrees that no court action or any Guarantor receives possession other legal proceeding or garnishment, attachment, repossession of or otherwise has control of any moniesproperty, checks, notes, drafts or any other payment relating attempt to and/or proceeds repossess any merchandise covered by an Account shall be attempted by Borrower except by or under the direction of competent legal counsel. Borrower hereby agrees to indemnify and hold the Bank harmless for any loss or liability of any kind or character which may be asserted against Bank by virtue of any suit filed, process issued, or any repossession or attempted repossession done or attempted by Borrower or by virtue of any other endeavors which Borrower may make to collect any Accounts or other Collateral, repossess any such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementmerchandise.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds pursuant to the terms of Section 9.4 hereof. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than transfer or apply funds as required by this Section. Without limitation on the foregoing, whether or not an Event of Default or a Default with respect has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to non-payment of Bank in their original form, duly endorsed, to be applied to the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (ySections 6.3(c) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations9.4 hereof. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Each Obligor shall establish and maintain, at its expense, blocked deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 6.3 hereto and after prior written notice to Agent, subject to Section 5.4(d), such other banks as such Obligor may hereafter select. As of the date hereof, the banks set forth on Schedule 6.3 hereto constitute all of the banks with whom Obligors have deposit account arrangements and merchant payment arrangements and identifies each of the deposit accounts at such banks to a Retail Store location of an Obligor or lockboxes otherwise describes the nature of the use of such deposit account by such Obligor. (b) Each Obligor shall establish and related blocked maintain, at its expense, deposit accounts with such banks (in either case, the “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent ) into which Borrowers each Obligor shall promptly deposit deposit, and direct direct, their respective account debtors debtors, Credit Card Issuers (other than Originator) and Credit Card Processors to directly remit all to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory Inventory, other Collateral or other Collateral property which is security for the Obligations in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliver, or cause to be delivered to Administrative and Collateral Agent, enter into a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a reasonably satisfactory to Agent prior to any funds being transferred into such Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect Account. Subject to the Blocked Accounts terms and promptly upon Administrative and Collateral Agent’s requestconditions contained herein, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank instruct the depository banks at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject maintained to transfer the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access funds on deposit in the Blocked Accounts is referred to herein is such operating bank account of each Obligor as such Obligor (or Administrative Borrower on behalf of such Obligor) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time upon and after the occurrence of a “Blocked Account Activation Period”)Cash Dominion Event. Unless a Blocked Account Activation Period Each Obligor agrees that at all times that Agent shall exist, Borrowers shall be permitted have notified any depository bank to access and direct the transfer of funds in from the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (bc) Notwithstanding anything to the contrary set forth in Section 6.3(b), Obligors may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their Retail Stores, all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, into a depository account maintained by them with a local bank, used solely for such purpose and identified to each Retail Store as set forth on Schedule 6.3 hereto (together with any other deposit accounts at any time established or used by any Obligor for receiving such store receipts from any Retail Store, collectively, the “Store Bank Accounts” and each individually, a “Store Bank Account”); provided, that, (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or by transfer using the automated clearinghouse network no less frequently than twice a week (or more frequently after the occurrence and during the continuance of an Event of Default upon Agent’s request), except nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Obligor’s arrangements with the bank at which such Store Bank Accounts are maintained or (B) for such Obligor’s operations, including, without limitation, amounts to cover returned or dishonored checks or returned goods, and which nominal amounts shall not exceed $10,000 as to any individual Retail Store at any time, to one of the Concentration Accounts and (ii) on each Business Day CS Delaware shall remit or cause the applicable depository bank to remit all collected funds in such Concentration Accounts to the Blocked Accounts, except for Excluded Property. No Obligors shall open or use any concentration or cash management accounts at any bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, except in compliance with this Section 6.3. No later than five (5) days after the occurrence of an Event of Default, each Obligor which maintains a Concentration Account shall, upon Agent’s request, obtain a Deposit Control Agreement, in form and substance reasonably satisfactory to Agent, from each depository bank with respect to such Concentration Account. (d) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day; provided, that, upon the occurrence and during the continuance of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Agent Payment Account, if such payments are received in the Agent Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from the Administrative Borrower and the bank at which such Agent Payment Account is maintained to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from and collected by Agent on account of the Blocked Account Obligations will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Agent in the Agent Payment Account if received prior to 2:00 p.m. and one (1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided if received after such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daytime. (ce) IfEach Obligor and all of their directors, during any Blocked Account Activation Periodemployees, any Borrower or any Guarantor receives possession agents, Subsidiaries (other than Financing Subsidiaries) and other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables constituting Collateral or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsaccounts of Obligors in accordance with the provisions of this Section 6.3, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent; provided, that, if at any time the Excess Availability shall be less than $10,000,000, Obligors shall promptly upon Agent’s request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose until Excess Availability exceeds $10,000,000. In no event during such period in which Excess Availability is less than $10,000,000 shall the same be commingled with any Borrower’s or any GuarantorObligor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each Obligor agrees to reimburse Administrative and Collateral Agent and the Lenders on promptly (but in any event within two (2) Business Days) following Agent’s written demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s the payments by Agent to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrowers Obligors to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish cause all proceeds of the Collateral and maintainall Collections received by Borrower and deposited in any bank account to be deposited to or wire transferred to the Blocked Account daily. Cash received by Borrower at any retail store location may be deposited by Borrower into any bank account, provided such cash shall be sent by electronic funds transfer (including, but not limited to, ACH transfers) on a daily basis to the Blocked Account. Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Foothill, each of the banks into which proceeds from the sales of Collateral from each retail store location of Borrower are at any time deposited to send all funds deposited in such accounts by electronic funds transfer on a daily basis to the Blocked Account and such banks shall agree in writing to do so. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Foothill. Additionally, no Blocked Account Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Foothill. Upon the terms and subject to the conditions set forth in the Blocked Account Agreement, all amounts received in the Blocked Account shall be wired each Business Day into an account (the "Foothill Account") maintained by Foothill at a depository selected by Foothill. (b) To the extent Borrower may elect, at its expenseBorrower's option, blocked accounts to use an Armored Car Service to pick up and collect cash or lockboxes other proceeds of sales of Inventory from a retail store location, Borrower shall deliver to the Armored Car Service all proceeds from sales of Inventory and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and other Collateral Agent may specify, with from such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers retail store location of Borrower. Borrower shall promptly deposit irrevocably authorize and direct their respective such Armored Car Service in writing, in form and substance satisfactory to Foothill, to deposit all such proceeds at any time received by the Armored Car Service directly into the Blocked Account, to any other account debtors of Borrower the contents of which are to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral be transferred to the Blocked Account as provided in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliverSection 2.7(a) hereof, or cause as Foothill may otherwise direct. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Foothill. As of the date hereof, the only Armored Car Services used by Borrower are set forth on Schedule 2.7(b) hereto. Borrower shall not use any other Armored Car Service for any purpose, except if (A) Foothill shall have received not less than thirty (30) days prior written notice of the intention of Borrower to be delivered use such other Armored Car Service, (B) Foothill shall have received an agreement in writing from such other Armored Car Service, in form and substance satisfactory to Administrative and Collateral AgentFoothill, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agentsuch other Armored Car Service, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (iC) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default shall exist or Default with respect have occurred and (D) such Armored Car Service is reasonably acceptable to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsFoothill. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked AccountAgreement, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an so long as no Cash Dominion Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, if any bank which is a party to a Deposit Account Control Agreement with Agent exercises its right to terminate such Deposit Account Control Agreement and remits any funds in the Blocked Accounts subject to such Deposit Account Control Agreement to Agent, Agent shall, upon Administrative and Collateral Borrower’s request, transfer such funds to the operating account of Administrative Borrower to which proceeds of Loans are then being transferred. Agent shall promptly rescind such notice of sole control or other such instructions (any such period during instruct the depository banks at which the Blocked Accounts are subject maintained to transfer the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access funds on deposit in the Blocked Accounts is referred to herein is such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time on or after a “Blocked Cash Dominion Event. Upon and after a Cash Dominion Event, and notwithstanding anything to the contrary set forth in any Deposit Account Activation Period”). Unless a Blocked Account Activation Period shall existControl Agreement, Borrowers Agent shall be permitted authorized to access direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and direct related deposit accounts to the transfer of funds in the Blocked AccountsAgent Payment Account or as Agent may direct. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts upon or after a Cash Dominion Event or other funds received and collected by Administrative and Collateral Agent or any LenderLender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts account on such day, and if not, then on the next Business Day. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall, within one Business Day after the Closing Date, instruct all Account Debtors to remit all Collections directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. Borrower shall establish and maintaincause all cash received by Borrower at any retail store location to be deposited on a daily basis into a DDA that has received a DDA Notification or, at its expenseAgent's option, blocked accounts or lockboxes and related blocked accounts (in either caseany other bank account, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause thereupon to be delivered deposited to Administrative and Collateral Agentor sent by electronic funds transfer (including, a Deposit Account Control Agreement duly authorizedbut not limited to, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically ACH transfers) on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000Concentration Account; provided, thatthat up to $500 per store location may be retained in such accounts, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control Lien of Administrative the Agent. In addition, Borrower agrees that all other Collections and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked other amounts received directly by Borrower from any Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers Debtor or any other source immediately upon receipt shall be permitted deposited into any Blocked Account. With respect to access each account (other than Blocked Accounts) into which Collections are deposited, as required by Section 3.3(b), Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day without further instructions by any Person all funds deposited into each such account to the transfer Concentration Account and each such bank shall agree to do so. No DDA Notification or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrower without the prior written consent of funds Agent. Upon the terms and subject to the conditions set forth in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Concentration Account Activation PeriodAgreement, all payments made to such Blocked Accounts or other funds amounts received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Concentration Account shall be treated as payments to Administrative and Collateral wired each Business Day into an account (the "Agent's Account") maintained by Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsat a depositary selected by Agent. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayBorrower shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. For the purposes of calculating interest on the Obligations, during open or maintain any Blocked Account Activation Period, such payments deposit account or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance investment account with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked other than the Designated Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any Accounts and the other accounts listed on Schedule 5.17. All deposit account or any accounts and investment account arising out accounts of Administrative Borrower and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementits Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. (a) Borrowers Subject to the instructions to be delivered to Agent as described below, each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes such lockbox and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Agent. Each Borrower shall promptly deposit and direct their respective account debtors its Account Debtors to directly remit to its lockbox all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The amounts received in the lockbox of each US Borrower shall deliverbe promptly deposited in a single Blocked Account held in the name of PAI in its capacity as agent on behalf of US Borrowers. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and Lenders, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agentthat the depository bank will wire, for itself and the ratable benefit of the Lenders and the Bank Product Providersor otherwise transfer, may become bank’s customer with respect to in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver to such agreements bank account of Agent or documents any Lender as Administrative and Collateral Agent may require in connection therewithfrom time to time designate for such purpose ("Payment Account"). Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank promptly instruct the depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control or other such instruction providing that to transfer the funds on deposit in the Blocked Accounts to such deposit accounts operating bank account of Borrowers as PAI may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to be automatically on each Business Day be remitted directly transfer all funds received or deposited into the Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred and be continuing, or (ii) Excess Availability is shall be less than $40,000,000; provided15,000,000 and there are Loans or Letter of Credit Accommodations outstanding. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Payment Account, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment each of the Obligations has occurredconditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing, Administrative and Collateral upon PAI's written request, Agent shall promptly rescind instruct such notice depository banks to transfer the funds on deposit in such accounts to such operating bank account of sole control or other Borrowers as PAI may specify in writing to Agent until such instructions (any such period during which time as Agent is entitled to notify and shall notify the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accountsdepository bank otherwise as provided above. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (aSection 6.3(a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders Loan Agreement is hereby amended by deleting the third and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts fourth sentences of such Section in their entirety and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance replacing them with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a following: “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts upon the occurrence and during the continuance of a Cash Dominion Event (and at all times prior to the receipt by Agent of the Deposit Account Control Agreements referred to in the immediately preceding sentence) or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes . Without limiting any other rights of calculating the amount Agent or Lenders hereunder or under any of the Loans available to Borrowersother Financing Agreements, payments will Agent may, at its option at any time that a Cash Dominion Event shall have occurred and be applied (conditional upon final collection) to continuing, instruct the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during depository banks at which any Blocked Account Activation Period, such payments or other is maintained to transfer all available funds received from or deposited into such Blocked Account to the Agent Payment Account; provided, that, until the receipt by Agent, in form and substance satisfactory to Agent, of Deposit Account Control Agreements by and among Xxxxx Fargo, Agent, Term B Loan Agent and each applicable Borrowing Base Party with respect to the Blocked Account will be applied (conditional upon final collection) Accounts of Borrowing Base Parties maintained at Xxxxx Fargo, duly authorized, executed and delivered by Agent, Term B Loan Agent and each applicable Borrowing Base Party, Agent shall instruct Xxxxx Fargo to continue to transfer all available funds received or deposited into such Blocked Accounts on a daily basis to the Obligations on Agent Payment Account. With respect to the date disbursement accounts (but not any Blocked Accounts or any collection accounts) of receipt of immediately available Borrowing Base Parties, Agent will only instruct the depository banks at which such disbursement accounts are maintained to transfer funds by Administrative and Collateral deposited into such disbursement accounts to the Agent in the Payment Account provided such payments at any time that a Cash Dominion Event shall exist or other funds have occurred and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Daybe continuing. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), with such Lenders as Borrower may select, and the Administrative Agent shall establish and Collateral maintain bank accounts of the Administrative Agent may specify, (“Payment Accounts”) in each case on its own books or with such banks as are reasonably acceptable to selected by the Administrative and Collateral Agent into which Borrowers Agent. Borrower shall promptly deposit and direct their respective its account debtors that remit payments by electronic funds transfers to directly remit remit, to such Blocked Accounts all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to which the Blocked Accounts are established shall enter into an agreement, in form and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything substance satisfactory to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked AccountAdministrative Agent, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default that all items received or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of security interest held by the Administrative Agent, that the depository bank has no lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein, save for customary rights in such agreements to recover normal fees, costs and Collateral Agent expenses incurred in operating such accounts and Borrowers are not permitted to access reimbursement for chargebacks, errors and items returned through the clearing, and (ii) that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts is referred to herein is the operating accounts maintained by an Operating Company with the Swingline Lender (each, a “Blocked Account Activation PeriodCollection Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans Borrowing Base available to Borrowersthe Borrower, such payments made to the Blocked Account, will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by the Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Xxxxxxxx’s loan accounts account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation PeriodRevolving Loans, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by the Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Xxxxxxxx’s loan accounts account(s) on such day, and if not, then on the next Business Day. If the Administrative Agent receives funds in a Blocked Account at any time at which no Revolving Loans are outstanding or in excess of such outstanding Obligations, the Administrative Agent shall transfer such funds to the Borrower at such account as Borrower may direct (which account is, as of the date hereof, set out in Schedule 10.17), provided that the Borrower shall, at the Administrative Agent’s request, deposit such funds to an account maintained at the bank at which the Blocked Accounts are maintained (which account is, as of the date hereof, set out in Schedule 10.17) and, prior to such transfer, shall execute and deliver to the Administrative Agent a cash collateral agreement in form and substance satisfactory to the Administrative Agent providing to the Administrative Agent a first priority security interest over such account. (c) IfBorrower shall, during any Blocked Account Activation Periodacting as trustee for the Administrative Agent, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of the Administrative Agent, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to the Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Xxxxxxxx agrees to reimburse the Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Lenders’ payments to or indemnification of such bankbank or person, financial institution unless such payment or other Personindemnification is caused by the wilful misconduct or gross negligence of such Lender. The obligation of Borrowers the Borrower to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 7.3 shall survive the termination or non-renewal of this Agreement. (d) For greater certainty, the Borrower hereby acknowledges, confirms, covenants and agrees to and in favour of Lenders that notwithstanding an Event of Default, it shall continue to comply with any Blocked Accounts or Payment Accounts agreements required pursuant to this Agreement and that the continued operation of such Blocked Accounts or Payment Accounts before or after an Event of Default shall not in any way be deemed to be an enforcement by Lenders of any of its security agreements and that Lenders have the contractual right, and the Borrower hereby consents and irrevocably and unconditionally authorizes and directs Lenders, to continue to apply any and all deposits and proceeds of Collateral against the outstanding Obligations. (e) Notwithstanding anything to the contrary contained herein, the provisions in this Section 7.3 relating to the Administrative Agent’s dominion over Xxxxxxxx’s accounts, and particularly the required wire transfer to a Collection Account pursuant to clause (ii) of Section 7.3(a), shall only be triggered during the continuance of a Trigger Event. For greater certainty, all other provisions in this Section 7.3 shall apply in any event, including without limitation the obligation to make payments into the Blocked Accounts.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtor shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtor may take (a) Borrowers shall establish and maintainand, at its expensethe Collateral Agent's direction, blocked accounts shall take) such actions as the Debtor or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and the Collateral Agent may specifydeem necessary or advisable to enforce collection of the Accounts. At any time, with such banks as are reasonably acceptable to Administrative if an Event of Default shall have occurred and be continuing, the Collateral Agent into which Borrowers shall promptly deposit and direct their respective have the right to, or upon the request of the Collateral Agent the Debtor shall, instruct all account debtors and other Persons obligated in respect of the Accounts to directly remit make all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause Accounts either directly to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and the Collateral Agent, for itself and the ratable pro rata benefit of the Lenders Secured Parties (by instructing that such payments be remitted to a post office box which shall be in the name and under the Bank Product Providerscontrol of the Collateral Agent), may become bank’s customer with respect or to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Collateral Agent) under arrangements in form and substance satisfactory to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything pursuant to which the contrary contained herein or in any Deposit Account Control Agreement relating Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other remit all such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted payments directly to the Payment Account and Collateral Agent. In addition to the foregoing, the Debtor agrees that Borrowers are not permitted to access or otherwise direct such funds unless either if any Proceeds of any Collateral (iincluding payments made in respect of Accounts) shall be received by the Debtor while an Event of Default or a Default with respect exists, the Debtor shall promptly deliver such Proceeds to non-payment the Collateral Agent, for the pro rata benefit of the Secured Parties, with any necessary endorsements. Until such Proceeds are delivered to the Collateral Agent, such Proceeds shall be held in trust by the Debtor for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of the Debtor. All Proceeds of Collateral received by the Collateral Agent pursuant to this Section may at the option of the Determining Lenders, (i) be applied to the Obligations has occurred in accordance with the Intercreditor Agreement, or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event be deposited to the credit of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter Debtor and held as collateral for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds used by Debtor in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect ordinary course of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsits business. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors (including, in the case of Polar, account debtors in respect of Accounts settled through the Clearing Bank) to directly remit all payments on Receivables and all payments constituting proceeds of Inventory constituting Collateral or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s 's customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything In the case of Accounts, the payment of which is settled through CNS and/or CASS and the Clearing Bank, Polar shall cause CNS and/or CASS, as applicable, to enter into and continue effective an agreement in favor of and in form and substance satisfactory to Agent, providing for the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted automatic remittance directly to the Agent Payment Account (unless Agent otherwise instructs the Clearing Bank) of all credit balances available to Polar under the Clearinghouse Agreements on each scheduled or other settlement date in accordance with the terms hereof. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account and will only instruct the Clearing Bank to remit funds directly to the Agent Payment Account, at any time that Borrowers are not permitted to access or otherwise direct such funds unless either of the following events (each, a "Sweep Event") has occurred: (i) an a Default or Event of Default shall exist or a Default with respect to non-payment of the Obligations have occurred which has occurred not been waived by Agent in writing, or (ii) Excess Availability is shall be less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts20,000,000. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts Agent Payment Account or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory constituting Collateral or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowerseach Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are ARE received in accordance with Administrative and Collateral Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower's loan accounts account on such day, and if not, then on the next Business Day. The economic benefit of the timing in the application of payments shall be for the sole benefit of Agent. (c) IfEach Borrower and Guarantor and their respective shareholders, during any Blocked Account Activation Perioddirectors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts constituting Collateral or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s 's or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.'s own

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.8 and after prior written notice to Agent, such other banks as Borrowers may hereafter select as are acceptable to Agent. The banks set forth on Schedule 8.8 constitute all of the banks with whom any Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof. (i) Borrowers shall deposit all proceeds from sales of Inventory in every form (including, without limitation, cash, checks, credit card sales drafts, credit card sales of charge slip or receipts and other forms of daily receipts) and all other proceeds of Collateral that are received at Borrowers’ retail store location(s), on each Business Day into the deposit accounts of Borrowers used solely for such purpose as set forth on Schedule 8.8. Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each of the banks into which proceeds from sales of Inventory and any and all other proceeds of Collateral are at any time deposited as provided above to send by wire transfer on a daily basis all funds deposited in such account, and shall irrevocably authorize and direct in writing their account debtors, Credit Card Issuers and Credit Card/Check Processors to directly remit payments on their Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory to the Blocked Accounts described in Section 6.3(a)(ii) below. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, those of such banks used by Borrowers’ retail store locations shall remit the foregoing proceeds received by them to the Blocked Accounts on a weekly basis, instead of a daily basis, provided, that, the aggregate sum of such proceeds held by those banks shall not exceed Five Hundred Thousand Dollars ($500,000) at any time. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Agent. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) Borrowers shall establish and maintain, at their expense, a blocked accounts account or lockboxes and related blocked accounts (in either case, each a “Blocked Account” and collectively the “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such bank or banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any Each bank at which a Blocked Account is maintained a notice established shall enter into an agreement, in form and substance satisfactory to Agent, providing (unless otherwise agreed to by Agent) that all items received or deposited in such Blocked Account are the Collateral of sole control or other such instruction providing Agent and Lenders, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds in such from time to time on deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account therein and that Borrowers are not permitted to access the depository bank will wire, or otherwise direct transfer, in immediately available funds, on a daily basis, all funds received or deposited into such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Periodto such bank account of Agent as Agent may from time to time designate for such purpose (the “Payment Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds agree that all amounts deposited in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory Inventory, the collection of Accounts or other Collateral or otherwise shall be treated as payments to Administrative and the Collateral of Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsLenders. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one-half of one (1/2) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account (such that Borrowers will pay a charge equal to one-half (1/2) of the additional interest that would have accrued on the sum of such payments or other funds if the sum was applied to the Obligations one (1) Business Day after receipt of immediately available funds by Lenders in the Payment Account). For purposes of calculating the amount of the Revolving Loans available to Borrowers, Borrowers such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. For In the purposes of calculating interest on the Obligations, during event that at any Blocked Account Activation Period, such payments time or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time there are no Revolving Loans outstanding, Lenders shall be entitled to credit Borrowers’ loan accounts an administrative charge in an amount equivalent to the interest Lenders would have received on such day, and if not, then on account of the next above one-half of one (1/2) Business DayDay clearance had there been Revolving Loans outstanding. (c) IfBorrowers and all of their affiliates, during any Blocked Account Activation Periodsubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Agent and Lenders, receive, as the property of Agent and Lenders, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same any such monies, checks, notes, drafts or other payments be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bankbank or person, financial institution unless such payment or other Personindemnification obligation of Agent or Lender was a result of Agent’s or such Lender’s gross negligence or willful misconduct. The obligation of *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Upon the payment in full of all the obligations under the PNC Financing Agreements and if PNC’s interest in the Blocked Accounts and Depository Accounts are not otherwise assigned or transferred in accordance with the terms of the Intercreditor Agreement, the Borrowers shall shall, at the request of the Agent, establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Collateral Accounts”), ) as Administrative and Collateral Agent Required Lenders may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Agent, into which Collateral Accounts the Borrowers shall promptly deposit deposit, and direct their respective account debtors its accounts debtors, if any that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are mademade or received, whether by cash, check cheque or other manner. The parties hereto agree that: (i) the Borrowers have access to all funds in its bank accounts including the Collateral Accounts until a Default or Event of Default has occurred and is continuing; and (ii) as of the date of this Agreement, the Borrowers are freely choosing to deposit, and direct its account debtors that remit payments by electronic funds transfer to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral into the Collateral Accounts. (b) The banks at which the Collateral Accounts are established, the Borrowers and Agent shall deliver, or cause to be delivered to Administrative and Collateral Agententer into “springing” deposit account control agreements (each, a “Deposit Account Control Agreement duly authorizedAgreement”), executed in form and delivered by each substance satisfactory to Required Lenders, acting reasonably, providing that: (i) the depository bank where a Blocked Account is maintained as provided in Section 5.2 hereof has no Lien upon, or at any time and right to set-off against, the Collateral Accounts, the items received for deposit therein, or the funds from time to time Administrative on deposit therein; and (ii) at any time a Default or Event of Default has occurred and Collateral Agentis continuing, for itself Agent may (and at the ratable benefit direction of the Lenders and the Bank Product Providers, may become bank’s customer with respect Agent shall) provide notice to the Blocked depository bank (such notice being the “Full Control Notice”) to wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Collateral Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Accounts. The Borrowers are not permitted to access agree that, at any time a Default or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for continuing and a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations Full Control Notice has occurred, Administrative and Collateral been delivered by Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Perioddepository bank, all payments made to such Blocked Collateral Accounts or Payment Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for the benefit of Lenders, and Collateral shall be applied by Agent and Lenders to the extent of the then outstanding ObligationsObligations in accordance with Section 5.4. (bc) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. If Agent receives funds in a Payment Account at any time at which no Obligations are payable pursuant to Section 5.4 or in excess of such outstanding Obligations payable pursuant to Section 5.4, Agent shall transfer such funds to the Borrowers at such account as the Borrowers may direct, provided that the Borrowers shall, at Agent’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Agent a cash collateral agreement in form and substance satisfactory to Agent providing to Agent a first priority Lien over such account. (cd) IfAt any time a Default or Event of Default has occurred and is continuing, during any Blocked Account Activation Periodthe Borrowers and all of their affiliates, any Borrower Subsidiaries, shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Agent, receive, as the property of or otherwise has control of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Collateral Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event event, after a Default or Event of Default has occurred and is continuing, shall the same be commingled with any Borrower’s or any Guarantor’s the Borrowers own funds during any Blocked Account Activation Periodfunds. The Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Collateral Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Collateral Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s Agents’ payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of the Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement. (e) If PNC’s interest in the Blocked Accounts and Depository Accounts are assigned and/or transferred to the Agent in accordance with the terms of the Intercreditor Agreement, the Borrowers agree that this Section 5.3 shall apply to such accounts as if such accounts were Collateral Accounts and/or Payment Accounts and the Borrowers further agree, at the request of the Agent to duly execute and deliver or cause to be duly executed and delivered such further agreements, documents, and instruments or do or cause to be done such further acts as may be reasonably necessary to complete and enforce such assignment and/or transfer.

Collection of Accounts. (a) Borrowers shall establish All Collections and maintainother amounts received by the Borrower from any account debtor, at its expensein addition to all other cash received from any other source (including, blocked accounts or lockboxes and related blocked accounts (in either casewithout limitation, “Blocked Accounts”), as Administrative and upon sales of Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be property permitted hereunder (unless remitted directly to the Payment Agent)), shall upon receipt be deposited into an account (each, a "Blocked Account") opened by the Borrower at a financial institution selected by the Borrower and acceptable to the Agent (each, a "Blocked Account Bank"). The Borrower shall use its best efforts to cause each Blocked Account Bank to enter into an agreement with the Borrower and that Borrowers are not permitted the Agent substantially in the form of Exhibit B to access or otherwise direct such funds unless either the Original Credit Agreement (i) an Event of Default or each, a Default "Blocked Account Agreement"), provided that, with respect to non-payment any Blocked Account not subject to a Blocked Account Agreement, the Agent may require the Borrower to close such Blocked Account and have all funds therein transferred to the BT Account and all future Collections which would otherwise be deposited in such Blocked Account deposited in another Blocked Account which is subject to a Blocked Account Agreement. Deposits in each Blocked Account shall be transferred via the automatic clearing house system each Business Day into an account (the "BT Account") maintained by the Agent at Bankers Trust Company and established pursuant to a concentration account agreement entered into among the Borrower, the Agent and Bankers Trust Company substantially in the form of Exhibit C to the Original Credit Agreement (the "Concentration Account Agreement"). Where applicable, such transfers shall be subject to the terms and conditions of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived relevant Blocked Account Agreement. The Borrower shall accurately report all amounts deposited in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to ensure the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the proper transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsset forth above. (b) For purposes of calculating The Borrower may request that the amount of Agent close Blocked Accounts and/or open new Blocked Accounts (or, in either case, permit the Loans available Borrower to Borrowersdo so), payments will be applied (conditional upon final collection) subject to the Obligations on execution and delivery to the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any appropriate Blocked Account Activation Period, such payments or other funds received from Agreements (unless expressly waived by the Blocked Account will be applied (conditional upon final collectionAgent) consistent with the provisions of this Section 2.9 and otherwise satisfactory to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintainThe Debtor shall, at its expenseupon receipt of all checks, blocked accounts or lockboxes and related blocked accounts (in either casedrafts, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check and other remittances in payment of or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit on account of the Lenders and the Bank Product ProvidersAccounts, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked AccountsCollateral Reserve Account. The remittance of the proceeds of such Accounts shall not, however, constitute payment or remit liquidation of such Accounts until the same Administrative Agent, as agent for the Secured Parties, shall receive good funds for such proceeds. For purposes of computing interest, the Administrative Agent shall treat deposited checks, drafts and other items as collected in accordance with the Administrative Agent’s normal availability schedule, but in doing so the Administrative Agent is not agreeing that such funds have in fact been paid, nor is the Administrative Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collateral Reserve Account shall be held by the Administrative Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Administrative Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or cause other remittances with any funds or other property of the same to be remittedDebtor but will hold them separate and apart therefrom, and upon an express trust for the Administrative Agent until deposit thereof is made in kindthe Collateral Reserve Account. The Administrative Agent as agent for the Secured Parties shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to Administrative and Collateral Agent. In no event shall apply the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer Collateral Reserve Account against the Obligations in such order of funds to or from application as is required by the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Credit Agreement.

Collection of Accounts. Except for (ai) Borrowers shall establish and maintainCollections of the Subsidiary Guarantors listed on Schedule 2.7 that are deposited in the lockboxes or accounts corresponding to such Subsidiary Guarantors listed on Schedule 2.7, at its expense, blocked accounts or which lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral not in the identical form aggregate have funds on deposit in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or excess of $500,000 at any time and from time to time Administrative (ii) ICF Xxxxxx Netherlands B.V. and its Accounts, General Intangibles and Negotiable Collateral Agent, for itself and the ratable benefit of Collections arising therefrom, the Lenders Companies shall at all times maintain lockboxes (the "Lockboxes") and, promptly, and in any event within three (3) Business Days after the Bank Product ProvidersClosing Date, may become bank’s customer shall instruct all Account Debtors (or with respect to Accounts existing on the Closing Date, make other arrangements satisfactory to the Administrative Agent) with respect to the Blocked Accounts Accounts, General Intangibles, and promptly upon Administrative and Negotiable Collateral of the Companies to remit all Collections in respect thereof to such Lockboxes, provided that ICF Xxxxxx Netherlands B.V. transfers to such Lockboxes the proceeds of all of its Collections that are not used to pay customary expenses, consistent with past practices, in connection with the operation of its businesses outside of the United States. The Companies, Collateral Agent’s request, Borrowers and the Lockbox Banks shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything enter into the Lockbox Agreements satisfactory to the contrary contained herein Agents, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. The Companies agree that all Collections and other amounts received by the Companies from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by any Company without the prior written consent of the Agents. Upon the terms and subject to the conditions set forth in any Deposit the Lockbox Agreements, all amounts received in each Lockbox Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on wired each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or account (ythe "Collateral Agent's Account") Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and maintained by Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which at a depositary selected by the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Each Co-Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable have the right to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit collect all payments on Receivables and in respect of its Accounts other than during the existence of an Event of Default (during which time the Administrative Agent may, in its sole discretion, collect any such Accounts of each Co- Borrower); provided that the Borrower shall collect all payments constituting proceeds in respect of Inventory or other Collateral any Accounts of the Borrower through the Designated Deposit Account and shall otherwise take all actions that are necessary in the identical form reasonable determination of the Administrative Agent to require all Account Debtors of the Borrower that are obligated in which respect of any Accounts of the Borrower to deposit all payments made in respect of such payments are made, whether by cash, check or other mannerAccounts in the Designated Deposit Account. Borrowers The Borrower shall deliver, or cause not permit any cash to be delivered to Administrative and Collateral Agent, a deposited into the Designated Deposit Account Control other than cash payments made by Account Debtors in respect of Accounts of the Co-Borrowers. With respect to any cash collections deposited by any Person into the Designated Deposit Account in accordance with this subsection (c): (A) if no Liquidity Event, Default or Event of Default then exists, any such cash collections deposited into the Designated Deposit Account may be accessed by the Borrower (on its behalf or on behalf of an applicable Co-Borrower) and otherwise swept nightly to a Controlled Account of the Borrower maintained with SVB or one of its Affiliates; (B) if a Liquidity Event then exists but no Default or Event of Default then exists, any such cash collections deposited into the Designated Deposit Account shall be applied by the Administrative Agent to the Obligations then outstanding under the Formula-Based Revolving Facility within three Business Days after such collections are deposited into the Designated Deposit Account, provided that any such cash collections so applied against the Obligations under the Formula-Based Revolving Facility shall be applied by the Administrative Agent first to any Formula-Based Revolving Loans that are ABR Loans then outstanding and then to any Formula-Based Revolving Loans that are Eurodollar Loans then outstanding; (C) if a Default or an Event of Default then exists, any such cash collections deposited into the Designated Deposit Account shall be applied as otherwise provided in this Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained (including as provided in Section 5.2 hereof or at any time and from time 8.3); and (D) In addition to time the Liens of the Administrative and Collateral Agent, Agent (held for itself and the ratable benefit of the Lenders and Secured Parties) in the Bank Product Providers, may become bank’s customer with respect Designated Deposit Account granted by the Borrower pursuant to the Blocked Accounts and promptly upon Administrative Guarantee and Collateral Agent’s requestAgreement, Borrowers shall execute and deliver such agreements or documents as the Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for shall have the right to exercise against the Designated Deposit Account and any amounts owed funds maintained therein the rights of setoff provided by Section 10.7 and Section 8.6 of the Guarantee and Collateral Agreement. To the extent that (I) any amount of any such payments or paid collections remains in the Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full of the Obligations of the Co-Borrowers then outstanding under the Formula-Based Revolving Facility, (II) no Default or Event of Default then exists, (III) no Liquidity Event then exists, and (IV) such remaining amount is not otherwise required to be applied to the other Obligations of the Co-Borrowers pursuant to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the Borrower on behalf of itself and the other Co-Borrowers.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), Except as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as otherwise provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agentthis Agreement, for itself and the ratable benefit Borrower shall make collection of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked its Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything use the same to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically carry on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived its business in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days sound business practice and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are otherwise subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsterms hereof. (b) For purposes Upon the occurrence of calculating any Default or Event of Default, whether or not the amount Lender has exercised any of its other rights under other provisions of this Section 6, in the event the Lender requests Borrower to do so: (i) all Instruments and tangible Chattel Paper at any time constituting part of the Loans available to BorrowersAccounts (including any postdated checks) shall, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative Borrower, be immediately endorsed to and deposited with Lender; and/or (ii) Borrower shall instruct all customers and account debtors to remit all payments in respect of Accounts or any other Collateral Agent to a lockbox or lockboxes under the sole custody and control of immediately available funds in the Payment Account provided such payments Lender and notice thereof which are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on maintained at one or more post offices selected by the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayLender. (c) If, Upon the occurrence and during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control the continuation of any moniesDefault or Event of Default, checkswhether or not the Lender has exercised any of its other rights under the other provisions of this Section 6, notesthe Lender or its designee may notify Borrower’s customers and account debtors at any time that Accounts have been assigned to the Lender or of the Lender’s security interest therein, drafts and either in its own name, or Borrower’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, xxx for, compound and give acquittance for any or all amounts due or to become due on Accounts, and in the Lender’s discretion file any claim or take any other action or proceeding which the Lender may deem necessary or appropriate to protect and realize upon the security interest of the Lender in the Accounts or any other payment relating to and/or Collateral. (d) Any proceeds of Accounts or other CollateralCollateral transmitted to or otherwise received by the Lender pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Lender in and through a remittance account or accounts maintained at the Lender or by the Lender at a commercial bank or banks selected by the Lender (collectively the “Depositary Banks” and individually a “Depositary Bank”), and Borrower acknowledges that the maintenance of such remittance accounts by the Lender is solely for the Lender’s convenience and that Borrower does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Lender may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Accounts or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such Person applications to be made in such amounts, in such manner and order, and at such intervals as the Lender may from time to time in its discretion determine, but not less often than once each week. The Lender need not apply or give credit for any item included in proceeds of Accounts or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Lender and the Depositary Bank as such. However, if the Lender does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Lender or any Depositary Bank for any reason, the Lender may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of Borrower subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Accounts or other Collateral to any such remittance account, upon the Lender’s request, Borrower shall hold furnish the Lender with a report in such items form as trustee for Administrative Lender shall reasonably require identifying the particular Account or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Lender will release proceeds of Collateral Agent and Lenders and shall immediately upon which the Lender has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Borrower hereby indemnifies the Lender from and against all liabilities, deposit damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or cause incurred by Lender because of the same maintenance of the foregoing arrangements; provided, however, that Borrower shall not be required to indemnify Lender for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be deposited in indemnified. The Lender shall have no liability or responsibility to Borrower for the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s Lender or any Guarantor’s own funds during Depositary Bank accepting any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank check, draft or other financial institution at which a Blocked Account, other deposit account order for payment of money bearing the legend “payment in full” or investment account is established words of similar import or any other bank, financial institution restrictive legend or other Person involved in endorsement whatsoever or be responsible for determining the transfer correctness of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementremittance.

Collection of Accounts. (a) Borrowers The Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked "Lockbox Accounts”"), as Administrative and Collateral Agent may specify, with such banks bank(s) as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers the Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Lockbox Agreement duly authorized, executed and delivered by each bank where a Blocked Lockbox Account is maintained as provided in Section 5.2 6.1A hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s 's request, Borrowers the Borrower shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing The Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Lockbox Accounts or other funds received and collected by Administrative and Collateral Agent or any Lenderthe Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral the Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral the Agent and Lenders to the extent of the then outstanding Obligations. All payments to the Lockbox Accounts shall be swept daily to the Lender Payment Account. (b) For purposes The Borrower and its employees, agents and Subsidiaries shall, acting as trustee for the Agent, receive, as the property of calculating the amount of the Loans available to BorrowersAgent, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into its possession or under its control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsa Lockbox Account, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral the Agent. In no event shall the same be commingled with any of the Borrower’s 's own funds. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Agent by the Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the Borrower to the Agent, and, if that endorsement of any Guarantor’s own funds during such item shall not be made for any Blocked reason, the Agent is hereby irrevocably authorized to endorse the same on the Borrower's behalf. For the purpose of this paragraph, the Borrower irrevocably hereby makes, constitutes and appoints the Agent (and all Persons designated by the Agent for that purpose) as the Borrower's true and lawful attorney and agent-in-fact (i) to endorse the Borrower's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account Activation Periodof the Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of the Borrower's mail is deposited, and open and process all mail addressed to the Borrower and deposited therein. Borrowers agree The obligations of the Borrower to reimburse Administrative and Collateral the Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 3.8 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Not later than thirty (a30) Borrowers days after the Closing Date, or by such other Date as the Administrative Agent, in its reasonable discretion, may otherwise determine, Borrower shall, and shall establish cause each other Credit Party to, enter into and maintainmaintain agreements in form and substance reasonably satisfactory to Administrative Agent (the "BLOCKED ACCOUNT AGREEMENTS") with one or more Lenders or other financial institutions (each, a "Blocked Account Bank"), which agreements shall, among other things, provide for the establishment of a Collection Account maintained by the Disbursing Agent for the deposit of Collections (each, a "COLLECTION ACCOUNT") and a separate account for the disbursement of Collections and Loan proceeds (each, a "DISBURSEMENT ACCOUNT") for each Credit Party. Borrower shall, and shall cause each other Credit Party to, at all times maintain at least one Collection Account and at least one Disbursement Account with the Disbursing Agent, and shall, and shall cause each other Credit Party to (and in the event any such Person fails to do so, the Administrative Agent may upon the occurrence and during the continuance of a Default, in the name of such Person or in its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”own name), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective instruct all account debtors on the Accounts of each Credit Party to directly remit all payments Collections to such Collection Accounts. All Collections and other amounts received by any Credit Party from any account debtor, in addition to all other cash received from any other source, shall upon receipt be deposited into a Collection Account. The Disbursing Agent shall apply all funds on Receivables and all payments constituting proceeds of Inventory or other Collateral deposit in the identical form Collection Accounts to the outstanding Obligations pursuant to Section 4.6(c) immediately upon the deposit thereof. Prior to the occurrence of a Default or an Event of Default, all amounts in which such payments are madethe Disbursement Accounts shall be made available to Borrower for Permitted Acquisitions, whether by cashworking capital and general corporate purposes or otherwise applied as set forth in Section 2.5. Except for the accounts identified in Section 4.7 of the Disclosure Schedule, check or other manner. Borrowers shall deliver, or cause to be delivered to without the prior written consent of the Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorizedBorrower shall not, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to permit any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either Credit Party to, (i) an Event of Default open or a Default maintain any lockbox with respect to non-payment of any Person other than the Obligations has occurred Disbursing Agent, or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance open or maintain any account with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which (including a Blocked Account, other deposit account or investment account is established broker/dealer) or any other bankaccount where money is or may be deposited or maintained with any Person, financial institution other than a Collection Account or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementa Disbursement Account.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are selected by Borrower and reasonably acceptable to Administrative and Collateral Agent into which Borrowers Borrower shall promptly deposit and direct their respective all account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers Borrower shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred and be continuing, or (ii) Excess Availability is less than $40,000,000; provided15,000,000. Agent shall send to Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Payment Account, that, if either each of the conditions set forth in clauses (xi) such Event of Default is subsequently waived in accordance with the terms of this Agreement and (ii) above do not exist or such Default did have not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter occurred and are not continuing for a period of 60 thirty (30) consecutive days and no Event days, upon Borrower’s written request received by Agent within five (5) Business Days after the end of Default or Default with respect to non-payment of the Obligations has occurredsuch thirty (30) day period, Administrative and Collateral Agent shall promptly rescind instruct such notice depository banks to transfer the funds on deposit in such accounts to such operating deposit account of sole control or other Borrower as Borrower may specify in writing to Agent until such instructions time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above (any such the period during which funds received or deposited into the Blocked Accounts are subject required pursuant to this Section 6.3(a) to be transferred to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is Payment Account being herein referred to herein is a as the “Blocked Account Activation Cash Dominion Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, in each case during a Cash Dominion Period, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Control Accounts”), as Administrative and Collateral Agent may reasonably specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Agent an Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Control Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Control Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may reasonably require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Control Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. In addition to such payments applied in respect of the Obligations, Borrowers shall have the right to repay Loans in whole or in part from time to time as described in Section 2.1(d). (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Administrative Agent, receive, as the property of or otherwise has control of Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Control Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Control Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Control Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement. (d) The parties hereto hereby agree that the Account Control Agreements entered into in accordance with clause (a) above will contain provisions stating that upon notification by Administrative Agent of the occurrence of a Cash Management Event, the depository bank shall remit daily all amounts deposited in the Control Accounts to the Agent Payment Account.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Borrowers and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall establish not end at a time when any Event of Default exists), Borrower shall be a party to a lockbox agreement in such form as Bank may specify in its good faith business judgment (the “Lockbox Agreement”) with Bank and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts a lockbox provider (in either case, the “Blocked AccountsLockbox Provider”), as Administrative . The Lockbox Agreement and Collateral Agent may specify, with such banks as are reasonably Lockbox Provider shall be acceptable to Administrative Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Collateral Agent into which Borrowers shall promptly deposit and direct all its Account Debtors to remit their respective account debtors payments to directly the lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral collections received in the identical form in which lockbox to Bank. Upon Bank’s receipt of such payments are madecollections, whether by cash, check or other manner. Borrowers Bank shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained apply the same as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that is designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds pursuant to the terms of Section 9.4 hereof. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the foregoing, whether or not an Event of Default or a Default with respect has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to non-payment of Bank in their original form, duly endorsed, to be applied to the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with pursuant to the terms of this Agreement or such Default did not mature into an Event of Default or (ySections 2.5(b) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations9.4 hereof. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) The Borrowers shall establish and maintain, at its expense, blocked accounts maintain the Lender (or lockboxes and related blocked accounts (in either case, “Blocked Accounts”their lawful successors), as Administrative the Borrowers' principal depository bank. Both the Lender and Collateral Agent AmSouth Bank, N.A. shall be designated as Depository Banks; provided, that any accounts other than payroll and tax accounts located at Amsouth Bank shall be subject at all times to Agency Account Agreements in form and substance acceptable to Lender. All checks, drafts, cash and other proceeds realized from the sale of any Inventory or otherwise from the sale or other disposition of any of the other Collateral, including, without limitation, all proceeds realized from the collection of the Accounts or otherwise pursuant to any contract right, note, bill, draft, acceptance, chattel paper, chose in action and other lixx xorms of general intangibles, and all remittances received by either Borrower in respect to the foregoing, shall, upon receipt by the Borrower, be held by such Borrower as trustee of an express trust for Lender's sole benefit and subject to immediate deposit (in their original form duly endorsed in blank) in the Agency Account or in any other special account over which Lender has the sole right and power of withdrawal, maintained at a financial institution acceptable to Lender. The Agency Account shall be subject to an Agency Account Agreement of such Depository Bank which waives any right of setoff such Depository Bank might otherwise claim to have against any funds in the Agency Account and to otherwise charge any costs relative to the Agency Account to Borrowers or such other account(s) as either Borrower may specify, maintain with such banks as are reasonably Depository Bank, such Agency Account Agreement to be in form and substance acceptable to Administrative Lender. Lender assumes no responsibility for any claim of accord and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory satisfaction or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer release with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing funds that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds have been deposited in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsAgency Account. (b) For purposes Upon the occurrence and during the continuance of calculating an Event of Default, if at any time requested by Lender, Continental and Goodman shall instruct all Account Debtors to mail their payments dixxxxxx to a designated post office lockbox (a "Lockbox") maintained at Continental's expense, with respect to which only Lender or, should Lender so agree, a designated financial institution, shall have the amount right of access, the Loans available right to Borrowers, payments will be applied (conditional upon final collection) open all mail delivered to the Obligations on the Business Day of receipt by Administrative Lockbox and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayprocess all remittances therein, and if not, then on all payments so received shall be subject to immediate deposit into the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Cash Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business DayAccount. (c) IfAll funds held in the Agency Account shall be transferred to the Cash Collateral Account as set forth in the Agency Account Agreement or as otherwise designated by Lender. Lender shall have the right of access, during any Blocked the right to open all mail delivered to the Cash Collateral Account Activation Period, any Borrower and to process all remittances transferred or any Guarantor receives possession of or otherwise has control deposited therein. The application of any monies, checks, notes, drafts or any other funds to the payment relating to and/or proceeds of Accounts or other Collateral, the Obligations shall not occur until Lender's receipt of such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited funds in cleared federal funds in the Blocked Accounts, or Cash Collateral Account. Lender agrees that all funds received by Lender by wire transfer for either Borrower's account prior to 10:00 a.m. on any Business Day of Lender shall be deemed cleared federal funds in the Cash Collateral Account. Funds received by Lender by wire transfer for either Borrower's account after 10:00 a.m. on any Business Day of Lender shall be deemed cleared federal funds in the Cash Collateral Account on the next Business Day of Lender. The order and method of application of such payments shall be in the sole discretion of Lender. (d) Lender reserves the right upon the occurrence and during the continuance of an Event of Default to notify Account Debtors and other Persons indebted to Borrowers of Lender's interest in any such amounts payable to Borrowers and to instruct such Account Debtors and other Persons to remit the same directly to Lender and all such funds (less any costs of collection and other charges or cause expenses incurred in connection therewith as hereinafter provided) shall be subject to application to the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementObligations.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables that constitute Collateral and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers At Lender's option, Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything to Borrower shall cause all funds received or deposited into the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are Accounts to be automatically on transferred each Business Day be remitted directly to the Lender Payment Account and Account. Borrower agrees that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesReceivables that constitute Collateral, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. Notwithstanding anything to the contrary contained in this Section 6.3(a), Lender agrees that, in the event Lender and Borrower are unable to agree with Reference Bank, within thirty (30) days subsequent to the date hereof, regarding the terms and conditions of a new Depository Account Control Agreement with respect to Borrower's Blocked Accounts located at Reference Bank, to replace the existing blocked account agreement previously executed with respect to such Blocked Accounts among Reference Bank , Lender and Borrower, then Lender shall accept such existing blocked account agreement for purposes of this Section 6.3(a) with respect to Borrower's Blocked Accounts at Reference Bank. (b) For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account. For purposes of calculating the amount of the Loans available to Borrowers, Borrower such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds Lender in the Lender Payment Account provided Account. if such payments and notice thereof are received within sufficient time (in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) IfBorrower and all of its affiliates, during any Blocked Account Activation Periodsubsidiaries, any Borrower shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Section 6.3(a) of the Loan Agreement shall be amended and restated in its entirety to read as follows: (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance reasonably satisfactory to Administrative Agent, providing that all items received or deposited in the Blocked Accounts are the property of Administrative Agent, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer that with respect to the Blocked Accounts, the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into such Blocked Accounts and promptly upon to such bank account of Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents Agent as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything from time to time designate for such purpose ("Payment Account"); provided, however, that so long as the contrary contained herein Excess Availability of Borrowers is equal to at least the greater of (i) fifteen percent (15%) of Borrowing Base or in any Deposit Account Control Agreement relating to a Blocked Account(ii) $15,000,000, Administrative and Collateral Agent shall no Event of Default has occurred and is continuing, such funds will not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly transferred to the Payment Account and that Borrowers are not permitted to access or otherwise direct the Borrower owning any such funds unless either will be entitled to withdraw those funds from the Blocked Accounts for its own account. Each Borrower agrees that if the Excess Availability of Borrowers is less than the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, or an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability and is less than $40,000,000; providedcontinuing, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, then all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the ReceivablesAccounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations." (b) For purposes of calculating the amount Section 6.3(c) of the Loans available Loan Agreement shall be amended and restated in its entirety to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices read as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day.follows: (c) IfIf the Excess Availability of Borrowers is less than the greater of (i) fifteen percent (15%) of Borrowing Base or (ii) $15,000,000, during any Blocked Account Activation Periodor if an Event of Default has occurred and is continuing (and without limiting Administrative Agent's and Lenders' other rights and remedies on account of such Event of Default), any each Borrower or any Guarantor receives possession and all of or otherwise has control its directors, employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Administrative Agent and Lenders, receive, as the property of Administrative Agent and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Collateral which come into their possession or other Collateral, such Person shall hold such items as trustee for Administrative under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent and Collateral Agent. In in no event shall the same be commingled with any a Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s Agent or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom in accordance with any Blocked Account Agreement. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement."

Collection of Accounts. (a) Borrowers shall establish and maintain, at its expense, blocked Xceed agrees to cooperate with New Performance to allow New Performance to collect all accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit receivable of the Lenders PG Business from and the Bank Product Providersafter November 1, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith2000. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment In furtherance of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; providedforegoing, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Xceed agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders that to the extent that it receives any payments on account of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowersaccounts receivable, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daycontracts, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checkscontract rights, notes, drafts or other form of obligation owing to the PG Business from and after November 1, 2000, it shall receive such payments in trust for the benefit of New Performance and it shall immediately deliver such payments to New Performance in the same form received, endorsed or otherwise assigned by Xceed where necessary to permit the collection of such items. Furthermore, Xceed agrees that, to the extent any other such payment relating is received from and after November 1, 2000 by New Performance owing to and/or proceeds of Accounts the PG Business which requires an endorsement or other Collateralaction by Xceed to permit New Performance to collect such items, Xceed shall cooperate fully with New Performance by providing such endorsements or taking such other necessary action to permit collection within three (3) business days of New Performance's request. The parties hereto further agree that to the extent that checks have been received by the PG Business in payment of accounts receivable owing to the PG Business and such checks have not been deposited for collection, such Person checks shall hold be endorsed to New Performance on the Closing Date. New Performance likewise agrees that to the extent it receives any payments on account of accounts receivable, contracts, contract rights, notes, drafts or other form of obligation owing to Xceed and not the PG Business, it shall receive such items as trustee payments in trust for Administrative the benefit of Xceed and Collateral Agent and Lenders and it shall immediately upon receipt thereof, deposit or cause deliver such payments to New Performance in the same to be deposited form received. Notwithstanding the foregoing, in the Blocked Accountsevent the closing of the transactions contemplated by this Agreement does not occur, or remit the same or cause the same New Performance shall fully account to be remitted, Xceed for all such accounts receivable and other payments turned over to New Performance in kind, to Administrative and Collateral Agent. In no event shall the same be commingled accordance with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement6.4.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Collateral Agent's direction, shall take) such actions as the Debtors or the Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to, or upon the request of the Collateral Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) Borrowers directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall establish be in the name and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”under the control of the Collateral Agent), as Administrative or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Collateral Agent) under arrangements in form and substance satisfactory to the Collateral Agent may specifypursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Collateral Agent. In addition to the foregoing, with each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers Debtor while an Event of Default exists, such Debtor shall promptly deposit and direct their respective account debtors deliver such Proceeds to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable pro rata benefit of the Lenders and the Bank Product ProvidersSecured Parties, may become bank’s customer with respect any necessary endorsements. Until such Proceeds are delivered to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers such Proceeds shall execute and deliver be held in trust by such agreements or documents as Administrative and Debtor for the benefit of the Collateral Agent may require in connection therewithand shall not be commingled with any other funds or property of any Debtor. Notwithstanding anything to All Proceeds of Collateral received by the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue pursuant to any bank this Section may at which a Blocked Account is maintained a notice the option of sole control or other such instruction providing that the funds Determining Lenders in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either exercise of their absolute discretion, (i) an Event of Default or a Default with respect be applied to non-payment of the Obligations has occurred in accordance with the Intercreditor Agreement, or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event be deposited to the credit of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter any Debtor and held as collateral for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds used by such Debtor in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect ordinary course of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsits business. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) The Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable have the right to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit collect all payments on Receivables and all payments constituting proceeds in respect of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000their Accounts; provided, that, if either (x) such during the existence of a Default or an Event of Default is subsequently waived Default, the Administrative Agent may, in accordance its sole discretion, collect any such Accounts of the Borrowers. Each Borrower shall, or shall cause, all payments on (including funds in PayPal and Stripe), and proceeds of, its Accounts to be delivered immediately to the Administrative Agent by depositing all proceeds of such Accounts into one or more lockbox accounts as the Administrative Agent may specify, or via electronic deposit capture into a “blocked account” as specified by the Administrative Agent; provided that until Account Debtors make payments into such lockbox accounts (which, with respect to the Account Debtors of HY Holdings shall be as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (or such longer date as the Administrative Agent agrees in its reasonable discretion so long as the Borrowers have used commercially reasonable efforts to cause their account debtors to make payments into lockbox accounts maintained with the terms Administrative Agent) (the “Transition Period”)), payments on, and proceeds of, accounts receivable of this Agreement or such Default did not mature the Borrowers shall be paid into lockbox accounts and deposit accounts over which the Administrative Agent has “control”. Unless an Event of Default or (y) Modified Adjusted Excess Availability has occurred and is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurredcontinuing, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject amounts actually paid to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by the Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 6.3(c) shall survive be transferred by the termination Administrative Agent to a depository account of the Borrowers maintained with the Administrative Agent on each Business Day and the Loan Parties shall have full and complete access to, and may direct the manner of disposition of, funds in such account. If Event of Default has occurred and is continuing, any such amounts actually paid to or non-renewal collected by the Administrative Agent pursuant to this Section 6.3(c) shall be applied by the Administrative Agent to the reduction of this Agreementthe Loans or Cash Collateralization of the Letters of Credit then outstanding.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked all deposit accounts and cash management services of a type and on terms, as Lender may specify at Wachovia no later than July 31, 2009 (as such date may be extended by Lender, at its option) and until such transfer of those services and accounts to Wachovia, then with Xxxxxxx Bank in the accounts specified on Schedule 8.10 to the Information Certificate. Xxxxxxx Bank and Wachovia are only banks with which Borrowers and Guarantors have deposit account and cash management arrangements as of the date of this Agreement and Schedule 8.10 of the Information Certificate describes the nature of the use of such deposit account by such Borrower or lockboxes Guarantor (collectively, together with any accounts of Borrowers and related blocked accounts (in either caseGuarantors at Lender or an Affiliate of Lender, the “Blocked Cash Management Accounts” and individually a “Cash Management Account”). Without limiting the requirement set forth above with respect to the establishment and maintenance of the Cash Management Accounts and Concentration Accounts at Wachovia and any other rights of Lender, as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form event that on July 31, 2009, substantially all of the deposit accounts and cash management of Borrowers and Guarantors are established and operating at Wachovia but circumstances, in which such payments are madethe determination of Lender, whether by cashprevent the closing of the deposit accounts at Xxxxxxx Bank, check or other manner. Borrowers and Guarantors shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Account Control Agreement in accordance with Section 5.2(d) hereof, duly authorized, executed and delivered by each bank where Xxxxxxx Bank a Blocked Cash Management Account or Concentration Account is maintained until such time as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are may be closed. (b) Borrowers shall, and shall cause Guarantors to, deposit or cause to be automatically deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower and Guarantor and all other proceeds of Collateral, from each location of such Borrower and Guarantor on each Business Day into the Cash Management Account of such Borrower and Guarantor used for such purpose. All such funds deposited into the Cash Management Accounts shall be remitted directly sent by wire transfer or other electronic funds transfer each day to the Concentration Accounts. (c) Without limiting any other rights or remedies of Lender, Lender may, at its option, instruct the depository banks at which the Concentration Accounts are maintained to transfer all available funds received or deposited into the Concentration Accounts to the Lender Payment Account at any time upon the occurrence and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event during the continuance of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at Cash Dominion Event. At all times thereafter for that Lender shall have notified any depository bank to transfer funds from a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject Concentration Account to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodLender Payment Account, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderConcentration Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (bd) For purposes of calculating the amount of the Loans and Letters of Credit available to Borrowers, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ such Borrower’s loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (ce) IfEach Borrower and Guarantor and their respective employees, during any Blocked Account Activation Periodagents and Domestic Subsidiaries shall, any Borrower or any Guarantor receives possession acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Concentration Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Concentration Account or any other deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Concentration Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Personperson. The obligation obligations of Borrowers to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers By no later than March 1, 1999, Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”)") with Citibank, N.A. or such other bank as Administrative and Collateral Agent may specify, with such banks as are reasonably is acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers The banks at which the Blocked Accounts are established shall deliverenter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or cause right to be delivered to Administrative and Collateral Agentsetoff against, a Deposit Account Control Agreement duly authorizedthe Blocked Accounts, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof the items received for deposit therein, or at any time and the funds from time to time Administrative on deposit therein and Collateral Agentthat the depository bank will wire, for itself and the ratable benefit of the Lenders and the Bank Product Providersor otherwise transfer, may become bank’s customer with respect to in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Lender shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to instruct the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank depository banks at which a the Blocked Account is Accounts are maintained a notice of sole control or other such instruction providing that to transfer the funds on deposit in the Blocked Accounts to such deposit accounts operating bank account of Borrower as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. At any time after March 1, 1999, Lender may instruct the depository banks at which the Blocked Accounts are maintained to be automatically on each Business Day be remitted directly transfer all funds received or deposited into the Blocked Accounts to the Payment Account and at any time that Borrowers are not permitted to access or otherwise direct such funds unless either either: (i) an Event of Default shall exist or a Default with respect to non-payment of the Obligations has occurred have occurred, or (ii) Excess Availability is shall be less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”)15,000,000. Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsCollateral. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower and for purposes of calculating interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower shall, during any Blocked Account Activation Periodacting as trustee for Lender, any Borrower or any Guarantor receives possession receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon 37 receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “"Blocked Accounts”"), as Administrative and Collateral Agent Lender may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers Borrower shall promptly deposit and direct their respective its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers Borrower shall deliver, or cause to be delivered to Administrative and Collateral AgentLender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Lender may become bank’s 's customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s Lender's request, Borrowers Borrower shall execute and deliver such agreements or documents as Administrative and Collateral Agent Lender may require in connection therewith. Notwithstanding anything Borrower shall cause all funds received or deposited into the Blocked Accounts to be transferred each Business Day to the contrary contained herein Lender Payment Account, except that, in the case of Blocked Accounts established with respect to Borrower's retail stores, Borrower shall cause all funds received or deposited therein to be transferred to the Lender Payment Account at any time that there is $100,000 or more on deposit in any Deposit Account Control Agreement relating to a such Blocked Account, Administrative and Collateral Agent shall not issue to but in any bank at which event no less frequently than on a Blocked Account is maintained a notice of sole control or other such instruction providing weekly basis. Borrower agrees that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders Lender in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on one(1) Business Day following the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower's loan accounts account on such day, and if not, then on the next Business Day. (c) IfBorrower shall, during any Blocked Account Activation Periodand shall cause its shareholders who are also directors or employees of Borrower and its directors, any Borrower employees, agents, Subsidiaries or any Guarantor receives possession other Affiliates, in each case acting as trustee for Lender, to receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any Borrower’s or any Guarantor’s 's own funds during any Blocked Account Activation Periodfunds. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s 's payments to or indemnification of such bank, financial institution or other Personperson. The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. At any time after the occurrence of an Event of Default and during the continuance thereof, Secured Party shall have the right to require Debtor to, and Debtor shall, upon written notice from Secured Party: (a) Borrowers Make collections of proceeds upon its Accounts, as herein defined, hold the proceeds received from collections in trust for Secured Party and turn over such proceeds to Secured Party daily in the exact form in which they are received, together with a collection report in form satisfactory -4- 5 to Secured Party. Secured Party shall establish immediately apply, subject to collection, such proceeds and maintainany proceeds of Accounts received by it pursuant to the following provisions of this Section 2 to the payment of the Obligations in such order of application as Secured Party, in its sole discretion, may determine; (b) Assign or endorse the Accounts to Secured Party, and notify account debtors that the Accounts have been assigned and should be paid directly to Secured Party; (c) Turn over to Secured Party all Inventory, as herein defined, returned in connection with any of the Accounts; (d) Mark xx stamp each of its individual ledger sheets or cards pertaining to its Accounts with the legend "Assigned to Guntxxx Xxxtners, LLC" and stamp or otherwise mark xxx keep its books, records, documents and instruments relating to the Accounts in such manner as Secured Party may require; and (e) Mark xx stamp all invoices with a legend satisfactory to Secured Party so as to indicate that the same should be paid directly to Secured Party. Notwithstanding the foregoing, Secured Party shall have the right, at its expenseany time after the occurrence of an Event of Default, blocked accounts or lockboxes and related blocked accounts (in either caseduring the continuance thereof, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with to itself so notify such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to make such payments of the Accounts directly remit all payments on Receivables and all payments constituting proceeds For the purpose of Inventory or other Collateral this Sectxxx 0, Xxxxxx xxxeby irrevocably constitutes Secured Party as Debtor's attorney-in-fact to issue in the identical form name and execute or endorse on behalf of Debtor each and every notice, instrument and document necessary to carry out the purposes of the provisions of this Section 2, and to take such action in which connection with the collection of the Accounts, including, without limitation, suing thereon, compromising or adjusting the same, as Secured Party, in its sole discretion, deems necessary. The power of attorney granted hereby shall be self-executing, but Debtor shall promptly execute and deliver to Secured Party, upon written request of Secured Party, such payments are madeadditional separate powers of attorney, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and Secured Party may from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s reasonably request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) As of the date hereof, Borrowers shall establish have established and shall hereafter at all times maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral (other than amounts deposited into Excluded Accounts) in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 5.3 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Without limiting any other rights or remedies of Agent or Lenders, at any time after the occurrence and during the continuance of a Trigger Event, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the contrary contained herein Agent Payment Account or in any Deposit Account Control Agreement relating to a Blocked Accountas Agent may direct. Agent shall, at the request of Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other Borrower, rescind such instruction providing at any time that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an no Event of Default shall exist or a Default with respect to non-payment of the Obligations has have occurred or and be continuing and (ii) average Excess Availability is shall be greater than twenty-five (25%) percent of the Maximum Credit or $37,500,000 as of any date of the calculation thereof by Agent, in the case of both clauses (i) and (ii) for a period of not less than $40,000,000sixty (60) consecutive days (whereupon the Trigger Event shall be deemed to have ceased to be continuing); provided, that, if either a Trigger Event shall not be terminated following the third (x3rd) such Event of Default is subsequently waived in accordance with termination during the terms term of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked AccountsAgreement. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts during the continuance of a Trigger Event or other funds received and collected by Administrative and Collateral Agent or any LenderLender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) subject to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices Term Loan Facility Intercreditor Agreement as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Term Loan Priority Collateral and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement6.3(d) below.

Collection of Accounts. (a) Borrowers Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, ) with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which Borrowers shall Borrower and Obligors shall, in accordance with Lender’s instructions after Excess Availability is less than $10,000,000 at any time for a period greater than five (5) consecutive Business Days (even if Excess Availability is subsequently greater than $10,000,000 at any time) or an Event of Default has occurred and is continuing (each, a “Springing Blocked Account Triggering Event”), promptly deposit and direct their respective account debtors to directly remit all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral Collateral; provided that, prior to the occurrence and continuation of an Event of Default, Obligors agreement to deposit hereunder shall be limited to payments and proceeds received by such Obligor in Canada, the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself United States and the ratable benefit United Kingdom. Upon the occurrence and during the continuation of the Lenders an Event of Default, Lender may, and the Bank Product ProvidersBorrower and each Obligor shall upon Lender’s request, may become bankdirect Borrower’s customer with respect and each Obligor’s account debtors to directly remit all payment on Accounts to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewithAccounts. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank The banks at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject established shall enter into an agreement, in form and substance satisfactory to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access Lender, providing that all items received or deposited in the Blocked Accounts is referred are the property of Lender, that the depository bank has no lien upon, or right to herein is setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will, after notice from Lender that a “Springing Blocked Account Activation PeriodTriggering Event has occurred (which notice shall also be provided by Lender to Borrower), wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose (“Payment Account”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor Obligor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders subject to the extent security of the then outstanding ObligationsLender and/or Agents. (b) For purposes of calculating the amount of the Revolving Loans available to BorrowersBorrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the a Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ Borrower’s loan accounts account on such day, and if not, then on the next Business Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct; provided that Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender and/or Agents a first priority Lien over such account. (c) If, during any After notice from Lender that a Springing Blocked Account Activation PeriodTriggering Event has occurred Borrower and each Obligor and the shareholders, any directors, employees and/or agents of Borrower or any Guarantor receives possession and each Obligor shall, acting as trustee for Lender, receive, as the security of or otherwise has control of Lender and/or Agents, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In Lender, but in no event shall any of the same foregoing monies, checks, notes, drafts or any other such payment be commingled with any Borrower’s or an Obligor’s other funds; provided that, prior to the occurrence and continuation of an Event of Default, Obligors (and the shareholders, directors, employees and/or agents of such Obligor) agreement to deposit and remit hereunder shall be limited to monies, checks, notes, drafts or any Guarantor’s own funds during any Blocked Account Activation Periodother payment and proceeds received by such Obligor in Canada, the United States and the United Kingdom. Borrowers agree Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to to, or indemnification of of, such bank, financial institution bank or person (other Personthan to the extent that such amount arises directly from Lender’s or such other party’s negligence or willful misconduct). The obligation of Borrowers Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, Agent a Deposit Account Control Agreement in form and substance satisfactory to Agent, duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or and documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything Prior to the contrary contained herein or in any Deposit Account Control Agreement relating to occurrence of a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall existCash Dominion Trigger Date, Borrowers shall be permitted to access and direct the transfer of funds in cash from the Blocked AccountsAccounts and to use the funds therein for working capital and general corporate purposes to the extent permitted herein. Each Upon the occurrence of a Cash Dominion Trigger Date, (i) each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral Collateral, or otherwise otherwise, shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations, and (ii) the Agent may disregard Borrowers’ instructions with respect to the Blocked Accounts, exercise exclusive dominion and control over the Blocked Accounts, and apply funds deposited therein as directed by the Required Lenders or as otherwise provided herein. Agent’s rights to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until such time (if any) as Agent has confirmed that (i) no Event of Default then exists and (ii) Borrowers have maintained Excess Availability of at least $5,000,000 for 60 consecutive days. (b) For purposes Each Borrower and all of calculating the amount of the Loans available to Borrowerssuch Borrower’s shareholders, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such daydirectors, and if notemployees, then on the next Business Day. For the purposes of calculating interest on the Obligationsagents, during any Blocked Account Activation Period, such payments Subsidiaries or other funds received from Affiliates shall, acting as trustee for Agent, receive, as the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date property of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account Account is established or any other bank, financial institution bank or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Borrowers and Guarantors shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with the banks set forth on Schedule 31 to the Information Certificates and such other banks as are reasonably acceptable to Administrative Agent; provided, that, not later than sixty (60) days following the date hereof (or such later date as Agent may agree in its discretion), each Borrower and Collateral Guarantor shall establish and maintain, at its expense, deposit accounts and cash management services at Xxxxx or one of its Affiliates (except for certain local deposit accounts agreed to by Agent into and Borrowers which shall be maintained with such other institutions as are acceptable to Agent) of a type and on terms reasonably satisfactory to Agent. The banks set forth on Schedule 31 of the Information Certificate constitute all of the banks with which all Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all Guarantors have deposit account and cash management arrangements as of the date hereof and identifies each of the deposit accounts at such banks that are used for receiving receipts from particular locations of a Borrower or otherwise describes the nature of the use of such deposit account by such Borrower or Guarantor. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments constituting and proceeds of Inventory Collateral; provided, that, at any time that a Cash Dominion Event exists or has occurred and is continuing, Agent may, at its option, instruct the banks at which the Blocked Accounts are maintained to remit the funds (other Collateral than funds in respect of Non-Borrower Receivables) therein to Agent for application to the identical form in which Obligations and to otherwise comply only with the instructions of Agent. If such payments Cash Dominion Event ceases to exist, Agent agrees to notify such banks that such banks are madeno longer required to remit such funds to the Agent Payment Account or Agent, whether by cashand that such banks shall transfer such funds to the operations or disbursement accounts of the applicable Borrower upon the instructions of such Borrower. Within sixty (60) days after the date hereof, check or other manner. Borrowers each Borrower and Guarantor shall deliverhave delivered, or cause caused to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time for which Agent has not yet received a Deposit Account Control Agreement; provided, that, Borrowers and from time Guarantors shall not be required to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer deliver such Deposit Account Control Agreements with respect to (i) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees, or their fiduciary trust accounts and (ii) an account maintained by Borrowers and a management company engaged by Borrowers for the purpose of paying the real property taxes of Borrowers and Guarantors so long as (A) Borrowers prefund the amount of taxes to be paid in such account not earlier than ten (10) Business Days prior to the date such taxes are required to be paid and (B) at all times other than the time when such account may be prefunded during such five (5) day period with the amount of taxes to be so paid, not more than $5,000 is maintained in such account. The Deposit Account Control Agreements shall provide that upon notice from Agent (which shall be given upon the existence or occurrence of a Cash Dominion Event and shall be revoked promptly after the expiration of such Cash Dominion Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Accounts and promptly Account only from Agent. Promptly upon Administrative and Collateral Agent’s request, Borrowers each Borrower and Guarantor shall execute and deliver such agreements or documents as Administrative and Collateral Agent may in good faith require in connection therewith. Notwithstanding anything Each Borrower and Guarantor agrees that after notice by Agent to the contrary contained herein or in any bank under the Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any LenderAgent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and Lenders the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Administrative Agent, for itself and Collateral Agent the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations; provided, that in the event any Non-Borrower Receivable is deposited into the Blocked Accounts, in error or otherwise, such deposit shall be treated as a non-refundable payment to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Revolving Loans and other Obligations in respect thereof on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time prior to credit Borrowers’ loan accounts on such day12:00 p.m. New York time, and if not, then on the next Business Day. For the purposes of calculating interest on the ObligationsRevolving Loans and other Obligations in respect thereof, during any Blocked Account Activation Periodfor the sole and equal benefit of Xxxxx Fargo, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date same day of the receipt of immediately available funds by Administrative and Collateral Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time prior to time and within sufficient time to credit Borrowers’ loan accounts on such day12:00 p.m. New York time, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.next

Collection of Accounts. (a) Borrowers Borrower shall, promptly after the Closing Date, cause to remit all Collections on deposit with such depository directly to the Concentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. Borrower shall establish and maintaincause all cash received by Borrower at any retail store location to be deposited on a daily basis into any Blocked Account or, at its expenseAgent's option, blocked accounts or lockboxes and related blocked accounts (in either caseany other bank account, “Blocked Accounts”), as Administrative and Collateral Agent may specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause THEREUPON to be delivered deposited to Administrative and Collateral Agentor sent by electronic funds transfer (including, a Deposit Account Control Agreement duly authorizedbut not limited to, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically ACH transfers) on each Business Day be remitted directly to the Payment Concentration Account. In addition, Borrower agrees that all Collections of any kind or nature received by Borrower from any source promptly upon receipt shall be deposited into any Blocked Account. With respect to such bank accounts that are Blocked Accounts, Borrower, Agent and the Blocked Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default Banks shall enter into Blocked Account Agreements, which, among other things, with respect to non-payment all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited into a Blocked Account to be sent by electronic funds transfer (including, but not limited to, ACH transfers) each Business Day to the Concentration Account. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrower without the prior written consent of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with Agent. Upon the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds conditions set forth in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation PeriodAgreement applicable to the Concentration Account, all payments made to such Blocked Accounts or other funds amounts received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise Concentration Account shall be treated as payments to Administrative and Collateral wired each Business Day into an account (the "Agent's Account") maintained by Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligationsat a depositary selected by Agent. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such dayBorrower shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. For the purposes of calculating interest on the Obligations, during open or maintain any Blocked Account Activation Period, such payments deposit account or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance investment account with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked other than the Designated Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any Accounts and the other accounts listed on Schedule 5.17. All deposit account or any accounts and investment account arising out accounts of Administrative Borrower and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution or other Person. The obligation of Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementits Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. (a) Borrowers Each US Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Administrative and Collateral Agent Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are reasonably acceptable to Administrative and Collateral Agent Lender into which US Borrowers shall shall, in accordance with Lender’s instructions, promptly deposit and direct their respective account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Receivables Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or The banks at any time and from time to time Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Administrative and Collateral Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject established shall enter into deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts is referred are the property of Lender, that the depository bank has no Lien upon, or right to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose. Each US Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Administrative and Lender and/or US Collateral Agent or any LenderAgent, whether in respect of on the Receivables, Accounts or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding ObligationsLender. (b) For purposes of calculating the amount of the Loans available to US Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Administrative and Collateral Agent Lender in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ applicable US Borrower’s loan accounts account on such day, and if not, then on the next Business Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to applicable US Borrower at such account as such US Borrower may direct, provided that such US Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to US Collateral Agent a cash collateral agreement in form and substance satisfactory to US Collateral Agent providing to US Collateral Agent a first priority Lien over such account. (c) IfUS Borrowers and all of their affiliates, during any Blocked Account Activation PeriodSubsidiaries, any Borrower shareholders, directors, employees or any Guarantor receives possession agents shall, acting as trustee for Lender, receive, as the property of or otherwise has control of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative Collateral which come into their possession or under their control and Collateral Agent and Lenders and shall immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral AgentLender. In no event shall the same be commingled with any a US Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Periodfunds. Borrowers agree Each US Borrower agrees to reimburse Administrative and Collateral Agent and the Lenders Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account Account or investment account Payment Account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account Accounts or any investment account the Payment Accounts arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligation of Borrowers each US Borrower to reimburse Administrative and Collateral Agent and Lenders Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.