Common use of Collections; Management of Collateral Clause in Contracts

Collections; Management of Collateral. (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on 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. The banks at which the Blocked Accounts are established shall enter 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 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 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, at such time as Lender shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Agent as Agent may from time to time designate for such purpose ("Payment Account"). 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 Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Excess Availability shall be less than $10,000,000 for fifteen (15) consecutive Business Days. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, shall be the property of Lender. (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 on the Business Day of receipt by Agent of immediately available funds by Agent in the Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practice as in effect from time to time by 12 noon, New York City time, on such day, and if not, then on the next Business Day. For purposes of calculating the amount of the Loans 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 Agent in the Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time by 12 noon, New York City time, on such day, and if not, then on the next Business Day. (c) Borrowers and all of their Subsidiaries, shareholders, directors, employees, agents and other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and 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 Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of any payments by Agent or Lenders to or indemnification of such bank or person. The obligation of Borrowers to reimburse Agent and Lenders for such amounts pursuant to this Section 9.1 shall survive the termination or non-renewal of this Agreement. (d) Borrowers shall immediately upon obtaining knowledge thereof report to Agent all reclaimed, repossessed or returned goods (other than returns in the ordinary course of business of Borrowers which shall only be reported to Agent with such frequency and in such manner as Agent may reasonably require), material claims of Account Debtors and any other matter affecting the value, enforceability or collectibility of any Account. At Agent's request, any goods reclaimed or repossessed by or returned to Borrowers will be set aside, marked with Agent's name and held by Borrowers for the account of Agent and Lenders and subject to the security interests of Agent and Lenders. All claims and disputes relating to Accounts are to be promptly adjusted within a reasonable time, at Borrowers' own cost and expense. Agent may, at its option, settle, adjust or compromise claims and disputes relating to Accounts which are not adjusted by Borrowers within a reasonable time.

Collections; Management of Collateral. (a) Borrowers Each Borrower or Administrative Borrower shall establish and maintain, at their its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Agent may specify, with such banks as are acceptable to Agent into which Borrowers such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on 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. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are subject to the property security interests and rights of Agent and LendersAgent, 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 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, at such time as Lender Agent shall direct, all funds received or deposited into the Blocked Accounts to the Payment Account or such other bank account of Agent as Agent may from time to time designate for such purpose ("“Payment Account"”). 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 Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Excess Availability shall be less than $10,000,000 for fifteen (15) consecutive Business Days. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, otherwise shall be subject to the property security interests and rights of LenderAgent for the ratable benefit of Lenders. (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 on the one (1) Business Day following the date of receipt by Agent of immediately available funds by Agent in the Payment Account provided such payments and notice thereof (the “Collection Period”). In the event that as of any day there are no Loans outstanding, Agent shall be entitled to charge Borrowers an administrative fee equivalent to the interest Agent would have received in accordance with Agent's usual and customary practice as in effect from time to time by 12 noon, New York City time, for the Collection Period had there been Loans outstanding on such day, in the amount of the payments and if not, then other funds received pursuant to the preceding sentence by Agent in the Payment Account on the next Business Daysuch day. For purposes of calculating the amount of the Loans available to Borrowers, each Borrower such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with Agent's ’s usual and customary practices as in effect from time to time by 12 noon, New York City time, ) to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. To the extent Agent may hold cash collateral to secure all of the Obligations on terms and conditions determined by Agent, so long as no Event of Default shall exist or have occurred and be continuing, the Borrower providing such cash collateral shall receive a credit to its loan account maintained by Agent at a rate equal to three (3%) percent per annum less than the Prime Rate. Such credit shall be applied to the loan account of such Borrower as of the first day of each month. (c) Borrowers Each Borrower and all of their its Subsidiaries, shareholders, directors, employees, agents Agents and other Affiliates shall, acting as trustee for Agent, receive, as the property of AgentAgent and Lenders according to their interest hereunder, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and 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 Agent. In no event shall the same be commingled with any such Borrower's ’s own funds. Borrowers agree Each Borrower agrees to reimburse Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of any Agent’s or Lender’s payments by Agent or Lenders to or indemnification of such bank or person. The obligation of Borrowers to reimburse Agent and or Lenders for such amounts pursuant to this Section 9.1 shall survive the termination or non-renewal of this Agreement. (d) Borrowers shall immediately upon obtaining knowledge thereof report to Agent all reclaimed, repossessed or returned goods (other than returns in the ordinary course of business of Borrowers which shall only be reported to Agent with such frequency and in such manner as Agent may reasonably require), material claims of Account Debtors and any other matter affecting the value, enforceability or collectibility of any Account. At Agent's request, any goods reclaimed or repossessed by or returned to Borrowers will be set aside, marked with Agent's name and held by Borrowers for the account of Agent and Lenders and subject to the security interests of Agent and Lenders. All claims and disputes relating to Accounts are to be promptly adjusted within a reasonable time, at Borrowers' own cost and expense. Agent may, at its option, settle, adjust or compromise claims and disputes relating to Accounts which are not adjusted by Borrowers within a reasonable time.

Collections; Management of Collateral. (a) Borrowers Borrower shall establish and maintain, at their its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may reasonably specify, with such banks as are reasonably acceptable to Agent into which Borrowers Borrower shall promptly deposit and direct its account debtors Account Debtors to directly remit all payments on 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. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and LendersLenders according to their interests hereunder, 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 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, at such time as Lender shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Agent as Agent may from time to time designate for such purpose ("Payment Account"). 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 Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Excess Availability shall be less than $10,000,000 for fifteen (15) consecutive Business Days. Borrowers agree Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory Inventory, Equipment or other Collateral or otherwise, otherwise shall be the property of LenderAgent and Lenders according to their interests hereunder. (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 on the one (1) Business Day following the date of receipt by Agent of immediately available funds by Agent in the Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practice as in effect from time to time by 12 noon, New York City time, on such day, and if not, then on (the next Business Day"Collection Period"). For purposes of calculating the amount of the Loans available to BorrowersBorrower, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with Agent's usual and customary practices as in effect from time to time by 12 noon, New York City time, ) to credit Borrower's loan account on such day, and if not, then on the next Business Day. The economic benefit of the Collection Period shall be for Agent's sole account. To the extent Agent may hold cash collateral to secure all of the Obligations on terms and conditions determined by Agent, so long as no Event of Default shall exist or have occurred and be continuing, Borrower shall receive a credit to its loan account maintained by Agent on the funds held by Lender at a rate equal to three (3%) percent per annum less than the Prime Rate. Such credit shall be applied to the loan account of Borrower as of the first day of each month. (c) Borrowers Borrower and all of their Subsidiariesits subsidiaries, shareholders, directors, employees, agents and other Affiliates shall, acting as trustee for Agent, receive, as the property of AgentAgent and Lenders according to their interests hereunder, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and 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 Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree Borrower agrees to reimburse Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of any Agent's or Lenders' payments by Agent or Lenders to or indemnification of such bank or person. The obligation of Borrowers Borrower to reimburse Agent and or Lenders for such amounts pursuant to this Section 9.1 shall survive the termination or non-renewal of this Agreement. (d) Borrowers shall immediately upon obtaining knowledge thereof report to Agent all reclaimed, repossessed or returned goods (other than returns in the ordinary course of business of Borrowers which shall only be reported to Agent with such frequency and in such manner as Agent may reasonably require), material claims of Account Debtors and any other matter affecting the value, enforceability or collectibility of any Account. At Agent's request, any goods reclaimed or repossessed by or returned to Borrowers will be set aside, marked with Agent's name and held by Borrowers for the account of Agent and Lenders and subject to the security interests of Agent and Lenders. All claims and disputes relating to Accounts are to be promptly adjusted within a reasonable time, at Borrowers' own cost and expense. Agent may, at its option, settle, adjust or compromise claims and disputes relating to Accounts which are not adjusted by Borrowers within a reasonable time.

Collections; Management of Collateral. (a) Borrowers Each Borrower shall establish and maintain, at their its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent Lender may specify, with such banks as are acceptable to Agent Lender into which Borrowers such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on 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. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are subject to the property security interests and rights of Agent and LendersLender, 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 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, at such time as Lender shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Agent Lender as Agent Lender may from time to time designate for such purpose ("Payment Account"). 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 Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Excess Availability shall be less than $10,000,000 for fifteen (15) consecutive Business Days. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, otherwise shall be subject to the property security interests and rights of Lender. (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 on the one (1) Business Day following the date of receipt by Agent of immediately available funds by Agent Lender in the Payment Account provided such payments and notice thereof (the "Collection Period"). In the event that as of any day there are no Loans outstanding, Lender shall be entitled to charge Borrowers an administrative fee equivalent to the interest Lender would have received in accordance with Agent's usual and customary practice as in effect from time to time by 12 noon, New York City time, for the Collection Period had there been Loans outstanding on such day, in the amount of the payments and if not, then other funds received pursuant to the preceding sentence by Lender in the Payment Account on the next Business Daysuch day. For purposes of calculating the amount of the Loans available to Borrowers, each Borrower such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent Lender in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with AgentLender's usual and customary practices as in effect from time to time by 12 noon, New York City time, ) to credit such Borrower's loan account on such day, and if not, then on the next Business Day. To the extent Lender may hold cash collateral to secure all of the Obligations on terms and conditions determined by Lender, so long as no Event of Default shall exist or have occurred and be continuing, the Borrower providing such cash collateral shall receive a credit to its loan account maintained by Lender at a rate equal to three (3%) percent per annum less than the Prime Rate. Such credit shall be applied to the loan account of such Borrower as of the first day of each month. (c) Borrowers Each Borrower and all of their its Subsidiaries, shareholders, directors, employees, agents and other Affiliates shall, acting as trustee for AgentLender, receive, as the property of AgentLender according to its interest hereunder, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and 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 AgentLender. In no event shall the same be commingled with any such Borrower's own funds. Borrowers agree Each Borrower agrees to reimburse Agent and Lenders Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of any Lender's payments by Agent or Lenders to or indemnification of such bank or person. The obligation of Borrowers to reimburse Agent and Lenders Lender for such amounts pursuant to this Section 9.1 8.1 shall survive the termination or non-renewal of this Agreement. (d) Borrowers shall immediately upon obtaining knowledge thereof report to Agent all reclaimed, repossessed or returned goods (other than returns in the ordinary course of business of Borrowers which shall only be reported to Agent with such frequency and in such manner as Agent may reasonably require), material claims of Account Debtors and any other matter affecting the value, enforceability or collectibility of any Account. At Agent's request, any goods reclaimed or repossessed by or returned to Borrowers will be set aside, marked with Agent's name and held by Borrowers for the account of Agent and Lenders and subject to the security interests of Agent and Lenders. All claims and disputes relating to Accounts are to be promptly adjusted within a reasonable time, at Borrowers' own cost and expense. Agent may, at its option, settle, adjust or compromise claims and disputes relating to Accounts which are not adjusted by Borrowers within a reasonable time.