Common use of Collection of Receivables; Proceeds of Collateral Clause in Contracts

Collection of Receivables; Proceeds of Collateral. (a) Borrower will collect its accounts receivable only in the ordinary course of business. Borrower will notify all of its account debtors to forward all accounts receivable collections owed to Borrower to a lockbox maintained by Bank, and will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Bank. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank (the "Cash Collateral Account"). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will apply all such funds towards payment of the Bank Indebtedness. (c) Solely for purposes of calculating interest on the balance of the Line, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank a sum equal to one day's interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i). Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank and such items shall be the sole and exclusive property of Bank. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Line.

Collection of Receivables; Proceeds of Collateral. (a) Borrower will collect its accounts receivable only in the ordinary course of business. Borrower will notify all of its account debtors to forward all accounts receivable collections owed to Borrower to a lockbox maintained by BankAgent, and will execute such lockbox agreements as may be required by Bank Agent and will pay to Bank Agent all customary fees in connection with such lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank Agent all other checks, drafts and other monies received by any Borrower which are proceeds of the Collateral to the lockbox maintained by BankCollateral. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by any Borrower which are proceeds of the Collateral will be deposited in a non-non interest bearing cash collateral account maintained at Bank Agent (the "Cash Collateral Account"). Bank Agent will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by BankAgent. However, Bank Agent will have the right to apply all or any part of such funds towards payment of any of the Bank Lender Indebtedness. (c) Solely for purposes of calculating interest on the balance of the LineLine and availability thereunder, all items deposited into the Cash Collateral Account will be credited by Bank Agent as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank Agent, for the pro rata benefit of Lenders, on the first day of each month for the month then ended, a sum equal to one day's two (2) days interest on all such deposits, collected funds at the interest rate set forth in Section 3.1(a)(i)3.1. Borrower will reimburse Bank Agent on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank Agent may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank Lenders and such items shall be the sole and exclusive property of BankLenders. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to BankAgent. Borrower shall deliver or cause to be delivered to BankAgent, with appropriate endorsement and assignment to Bank Agent with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank Agent is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank Agent is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineirrevocable.

Collection of Receivables; Proceeds of Collateral. (a) Borrower Obligors will collect its their accounts receivable only in the ordinary course of business. Borrower Prior to the occurrence of an Event of Default, such accounts receivable shall be deposited in operating accounts maintained by Obligors to be ultimately transferred to a deposit account maintained with the Bank. Upon request by Bank after occurrence of an Event of Default, Obligors will notify all of its their account debtors to forward all accounts receivable collections owed to Borrower Obligors to a lockbox maintained by BankBank and will forward all other checks, drafts and monies received by Obligors which are proceeds of the Collateral to such lockbox. In connection therewith, Obligors will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such any lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Bank. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank (the "Cash Collateral Account"). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will apply all such funds towards payment of the Bank Indebtedness. (c) Solely for For purposes of calculating interest on the balance of the Lineperfecting Bank's security interest, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank a sum equal to one day's interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i). Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees Obligors agree that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower Obligors which come into the possession or under the control of Borrower Obligors or any employees, agents or other persons acting for or in concert with BorrowerObligors, shall be received and held in trust for Bank and such items shall be the sole and exclusive property of Bank. Immediately upon receipt thereofFor purposes of perfecting Bank's security interest, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower Obligors shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to BorrowerObligors, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank is hereby authorized to open all mail addressed to Borrower any Obligor and endorse all checks, drafts or other items for payment on behalf of Borrowerany Obligor. Bank is granted a power of attorney by Borrower each Obligor with full power of substitution to execute on behalf of Borrower such Obligor and in Borrowersuch Obligor's name or to endorse Borrowersuch Obligor's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineirrevocable.

Collection of Receivables; Proceeds of Collateral. (a) Borrower Borrowers will collect its their accounts receivable only in the ordinary course of business. Borrower Upon request by Agent after the occurrence of any Event of Default, Borrowers will notify all of its their account debtors to forward all accounts receivable collections owed to such Borrower to a lockbox maintained by BankAgent and will forward all other checks, drafts and monies received by such Borrower which are proceeds of the Collateral to such lockbox. After the occurrence of any Event of Default, Borrowers will execute such lockbox agreements as may be required by Bank Agent and will pay to Bank Agent all customary fees in connection with such any lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Bank. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank (the "Cash Collateral Account"). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will apply all such funds towards payment of the Bank Indebtedness. (c) Solely for purposes of calculating interest on the balance of the Line, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank a sum equal to one day's interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i). Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees Borrowers agree that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower Borrowers which come into the possession or under the control of Borrower Borrowers or any employees, agents or other persons acting for or in concert with BorrowerBorrowers, shall be received and held in trust for Bank Lenders and such items shall be the sole and exclusive property of BankLenders, subject to the right of Borrowers to use such funds in Borrowers' discretion prior to the occurrence of an Event of Default. Immediately After the occurrence of an Event of Default, immediately upon receipt thereof, Borrower Borrowers and such other persons shall remit the same or cause the same to be remitted, in kind, to BankAgent. Borrower Upon request of Agent, Borrowers shall deliver or cause to be delivered to BankAgent, with appropriate endorsement and assignment to Bank Agent with full recourse to BorrowerBorrowers, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank After the occurrence of an Event of Default, Agent is hereby authorized to open all mail addressed to Borrower Borrowers and endorse all checks, drafts or other items for payment on behalf of BorrowerBorrowers. Bank Agent is granted a power of attorney by Borrower Borrowers with full power of substitution to to, after the occurrence of an Event of Default, execute on behalf of Borrower Borrowers and in Borrower's Borrowers' name or to endorse Borrower's Borrowers' name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineirrevocable.

Collection of Receivables; Proceeds of Collateral. (a) Borrower Borrowers will collect its their accounts receivable only in the ordinary course of business. Borrower Borrowers will notify all of its their account debtors to forward all accounts receivable collections owed to any Borrower to a lockbox maintained by Bank, and will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such lockbox arrangement. Immediately upon receipt, Borrower Borrowers will forward to Bank all other checks, drafts and other monies received by any Borrower which are proceeds of the Collateral to the lockbox maintained by BankCollateral. (b) All accounts receivable collections of Borrower Borrowers and all checks, drafts and other monies received by any Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank (the "“Cash Collateral Account"”). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will have the right to apply all or any part of such funds towards payment of any of the Bank Indebtedness. (c) Solely for purposes of calculating interest on the balance of the LineLine and availability thereunder, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line on the Business Day following the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower Borrowers will pay to Bank a sum equal to one day's two (2) days interest on all such deposits, deposits at the interest rate set forth in Section 3.1(a)(i)Prime Based Line Rate. Borrower Borrowers will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to BorrowerBorrowers. (d) Borrower agrees Borrowers agree that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of any Borrower or any employees, agents or other persons acting for or in concert with any Borrower, shall be received and held in trust for Bank and such items shall be the sole and exclusive property of Bank. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower Borrowers shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to BorrowerBorrowers, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank is hereby authorized to open all mail addressed to any Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank is granted a power of attorney by Borrower Borrowers with full power of substitution to execute on behalf of Borrower Borrowers and in Borrower's Borrowers’ name or to endorse Borrower's Borrowers’ name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineirrevocable.

Collection of Receivables; Proceeds of Collateral. (a) Borrower will collect its accounts receivable only in the ordinary course of business. Borrower will notify all of its account debtors to forward all accounts receivable collections owed to Borrower to a lockbox maintained by Bank, and will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Bank. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank (the "Cash Collateral Account"). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will apply all such funds towards payment of the Bank Indebtedness. (c) Solely for purposes of calculating interest on the balance of the Line, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line Pre-Petition Balance and the Line, as applicable, on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank a sum equal to one day's interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i)4.2. Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank and such items shall be the sole and exclusive property of Bank. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Line.

Collection of Receivables; Proceeds of Collateral. (a) Borrower will collect its accounts receivable only in the ordinary course of business. Borrower shall establish and maintain, at its expense, blocked accounts, lockbox and related blocked accounts and/or such other arrangements as Lender may require (each a "Blocked Account" and collectively the "Blocked Accounts"), with such banks as shall be acceptable to Lender and Borrower will notify all of its account debtors to forward all accounts receivable collections owed to Borrower to a lockbox maintained by Bank, and such Blocked Accounts. Borrower will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such lockbox arrangementBlocked Accounts and will pay all fees in connection therewith. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Banksuch Blocked Accounts. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral account maintained at Bank by Lender (the "Cash Collateral Account"). Bank Lender will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by BankLender. However, Bank Lender will have the right to apply all or any part of such funds towards payment of any of the Bank Lender Indebtedness. (c) Solely for purposes of calculating interest on the balance of the Line, all All items deposited into the Cash Collateral Account will be credited by Bank Lender as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank Lender a sum equal to one day's two (2) days interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i)3.1 above. Borrower will reimburse Bank Lender on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank Lender may terminate the foregoing arrangement upon notice to Borrower. (d) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank Lender and such items shall be the sole and exclusive property of BankLender. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to BankLender. Borrower shall deliver or cause to be delivered to BankLender, with appropriate endorsement and assignment to Bank Lender with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Bank Lender is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank Lender is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineirrevocable.

Collection of Receivables; Proceeds of Collateral. (a) Borrower will collect its accounts receivable only in the ordinary course of business. Borrower will notify all of its account debtors to forward all accounts receivable collections owed to Borrower to a lockbox maintained by Bank, and will execute such lockbox agreements as may be required by Bank and will pay to Bank all customary fees in connection with such lockbox arrangement. Immediately upon receipt, Borrower will forward to Bank all other checks, drafts and other monies received by Borrower which are proceeds of the Collateral to the lockbox maintained by Bank. (b) All accounts receivable collections of Borrower and all checks, drafts and other monies received by Borrower which are proceeds of the Collateral will be deposited in a non-interest bearing cash collateral Borrower's operating account maintained at Bank (the "Cash Collateral AccountOPERATING ACCOUNT"). Bank will have sole dominion and control over all items and funds in the Cash Collateral Account and such items and funds may be withdrawn only by Bank. However, Bank will apply all such funds towards payment of the Bank Indebtedness. (c) Solely for purposes of calculating interest on the balance of the Line, all items deposited into the Cash Collateral Account will be credited by Bank as payments of the principal balance of the Line on the Business Day on which such items are deposited into the Cash Collateral Account. As compensation for the foregoing arrangement, Borrower will pay to Bank a sum equal to one day's interest on all such deposits, at the interest rate set forth in Section 3.1(a)(i). Borrower will reimburse Bank on demand for the amount of any items credited as provided above and subsequently returned unpaid. Bank may terminate the foregoing arrangement upon notice to Borrower. (db) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable or other Collateral of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Bank and such items shall be constitute Collateral for the sole and exclusive property of BankBank hereunder. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Bank. Borrower shall deliver or cause to be delivered to Bank, with appropriate endorsement and assignment to Bank with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable or proceeds thereof or other Collateral. Upon the occurrence of an Event of Default and at anytime thereafter until such time as it has been waived in writing by the Bank, Bank is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Bank is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable until the Bank Indebtedness has been paid in full and Bank has no further commitment or obligation to make any advances under the Lineis repaid.