Common use of Lockbox Arrangement Clause in Contracts

Lockbox Arrangement. Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing Agent’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries or any director, officer, employee, or agent of any such Borrower or any such Subsidiary, or any other Person acting for or in concert with such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this Section, each Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.

Lockbox Arrangement. Each Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing Agent’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries or any director, officer, employee, or agent of any such Borrower or any such Subsidiary, or any other Person acting for or in concert with such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, [and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account (Account No. ________) maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this Section, each Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.

Lockbox Arrangement. Each Borrower shall direct all of its Account -------------------- Debtors to make all payments on the Accounts directly to a post office box (the “"Lockbox”") designated by, and under the exclusive control of, the BankLender. Pursuant to the Lockbox Agreement, the Borrowing Agent shall establish Borrowers (excluding KMS) have established the Lockbox and an account (the “"Lockbox Account”") in the Borrowing Agent’s name Borrowers' names with the Bank Lender into which all payments received in the Lockbox shall be deposited, and into which each Borrower the Borrowers will immediately deposit all payments made for Inventory sold by such Borrower the Borrowers or the performance of services by such Borrowerthe Borrowers, and received by such Borrower the Borrowers in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries the Borrowers or any director, officer, employee, or agent of any such Borrower or any such Subsidiarythe Borrowers, or any other Person acting for or in concert with such Borrower the Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary the Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties Borrowers agree that all payments made to such Lockbox and Lockbox Account or otherwise received by the BankLender, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this Section, each Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.12.8

Lockbox Arrangement. Each The Borrower shall shall, within ninety (90) days after the Closing Date, direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “"Lockbox”") designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “"Lockbox Account”") in the Borrowing Agent’s Borrower's name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each the Borrower will immediately deposit all payments made for Inventory sold by such Borrower or the performance of services by such the Borrower, and received by such the Borrower in the identical form in which such payments were made, whether by cash or check. If any the Borrower, any of its Subsidiaries a Subsidiary or any director, officer, employee, agent or agent of any such the Borrower or any such Subsidiary, or any other Person acting for or in concert with such the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each The Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such the Borrower’s 's behalf. For the purpose of this Sectionsection, each the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such the Borrower’s 's true and lawful attorney and agent-in-fact (i) to endorse such the Borrower’s 's name upon such items of payment and/or proceeds of Collateral and upon any Chattel Paperchattel paper, document, instrument, invoice or similar document or agreement relating to any Account of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any of such the Borrower’s 's mail is deposited, and open and process all mail addressed to such the Borrower and deposited therein.

Lockbox Arrangement. Each The Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox AgreementAgreement between the Borrower and the Bank dated , 200 , the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing AgentBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each the Borrower will immediately deposit all payments made for Inventory sold by such the Borrower or the performance of services by such the Borrower, and received by such the Borrower in the identical form in which such payments were made, whether by cash or check. If any the Borrower, any of its Subsidiaries a Subsidiary or any director, officer, employee, or agent of any such the Borrower or any such Subsidiary, or any other Person acting for or in concert with such the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans Credit Loan or the Term Loan and in accordance with Section 12.8 2.5 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each The Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the ObligationsObligations of the Borrower. All of such fees, costs and expenses shall constitute Obligations of the Borrower hereunder, shall be payable to the Bank by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such the Borrower’s behalf. For the purpose of this Sectionsection, each the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such the Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such the Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any of such the Borrower’s mail is deposited, and open and process all mail addressed to such the Borrower and deposited therein.

Lockbox Arrangement. Each After the occurrence and during the continuance of an Event of Default under Section 11.1 or 11.10, the Bank may require the Borrower shall direct all of its Account Debtors to cause each lessee or other obligor under a Lease Schedule to make all payments on the Accounts in respect of such Lease Schedule directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing AgentBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or . If the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries a Subsidiary or any director, officer, employee, agent or agent of any such the Borrower or any such Subsidiary, or any other Person acting for or in concert with such the Borrower (including, without limitation, any Designated Lessor) shall receive any monies, checks, notes, drafts or other payments relating to under or as proceeds in respect of Accounts or other Collateralany Lease Schedule, such Borrower, such Subsidiary the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, Bank will be applied on account of the Revolving Loans or Term Loans, as applicable, in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each The Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment under or proceeds of Collateral with respect to a Lease Schedule shall be endorsed by the applicable Borrower (or Borrowing Agent the Borrower’s agent) to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse or cause the endorsement of the same on such the Borrower’s behalf. For the purpose purposes of this Section, each upon the occurrence and during the continuance of an Event of Default, the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such the Borrower’s true and lawful attorney and agent-in-fact (which appointment is coupled with an interest) (i) to endorse such the Borrower’s name upon such 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 of such Borrower or goods pertaining theretopayment; (ii) to take control in any manner of any such item of payment or proceeds thereofpayment; and (iii) to have access to the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any Collateral or any proceeds of such Borrower’s mail is Collateral have been or are deposited, and to open and process all mail bearing the return address of an Eligible Lessee and addressed to such the Borrower and (or the Borrower’s agent) deposited therein.

Lockbox Arrangement. Each Borrower (a) Pursuant to the Lockbox Agreement, the Borrowing Agent shall direct all of its Account Debtors to make all payments on the Accounts directly to establish a post office box (the “Lockbox”") designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent shall establish the Lockbox Bank and an account (the “Lockbox Account”") in the Borrowing Agent’s name with the Bank into which all payments received in the Lockbox shall be deposited. (b) Following receipt of notice from the Bank during the continuance of an Event of Default (a “Cash Dominion Notice"), each Borrower shall (i) direct all of its Account Debtors to make all payments on the Accounts directly to the Lockbox, and into which each Borrower will (ii) immediately deposit into the Lockbox all payments made for Inventory sold by such Borrower or the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If At all times following receipt of a Cash Dominion Notice (unless rescinded in writing by the Bank), if any Borrower, any of its Subsidiaries or any director, officer, employee, or agent of any such Borrower or any such Subsidiary, or any other Person acting for or in concert with such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. . (c) The parties agree that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and . (bd) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers upon demand, and, until paid, shall bear interest at the Default Rate. All . (e) At all times following receipt of a Cash Dominion Notice (unless rescinded in writing by the Bank), all checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. . (f) For the purpose of this Section, each Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact to take the following actions after the occurrence and during the continuance of an Event of Default and following receipt of a Cash Dominion Notice (unless rescinded in writing by the Bank): (i) to endorse such Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.” (h) Section 8.2 of the Loan Agreement is amended and restated in its entirety to read as follows:

Lockbox Arrangement. Each Pursuant to the Lockbox Agreement, upon the occurrence of a Trigger Event (as defined in the Lockbox Agreement), Borrower shall direct all tenants under leases of its Account Debtors space in the Property to make all payments on the Accounts due to Lender directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the BankLender. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing AgentBorrower’s name with the Bank Lender into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries a subsidiary or any director, officer, employee, agent or agent of any such Borrower or any such Subsidiarysubsidiary, or any other Person person acting for or in concert with such Borrower shall receive any monies, checks, notes, drafts or other payments payment relating to or as proceeds of Accounts or other CollateralProperty, such Borrower, such Subsidiary Borrower and each such Person person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the BankLender, whether in respect of the Accounts accounts or as proceeds of other Collateral collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of as set forth in the Revolving Loans in accordance with Section 12.8 of this Lockbox Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank Lender incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank Lender any check or other item of payment received by the Bank Lender on account of the Obligationsindebtedness evidenced by this Note. All of such fees, costs and expenses shall constitute Obligations hereunderindebtedness evidenced by this Note, shall be payable to the Bank Lender by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Past Due Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the BankLender, and, if that endorsement of any such item shall not be made for any reason, the Bank Lender is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this Sectionsection, each Borrower irrevocably hereby makes, constitutes and appoints the Bank Lender (and all Persons persons designated by the Bank Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon such 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 account of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.

Lockbox Arrangement. Each Pursuant to the Lockbox Agreement, upon the occurrence of a Trigger Event (as defined in the Lockbox Agreement), Borrower shall direct all tenants under leases of its Account Debtors space in the Property to make all payments on the Accounts due to Lender directly to a post office box (the “Lockbox”"LOCKBOX") designated by, and under the exclusive control of, the BankLender. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”"LOCKBOX ACCOUNT") in the Borrowing Agent’s Borrower's name with the Bank Lender into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries a subsidiary or any director, officer, employee, agent or agent of any such Borrower or any such Subsidiarysubsidiary, or any other Person person acting for or in concert with such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other CollateralProperty, such Borrower, such Subsidiary Borrower and each such Person person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the BankLender, whether in respect of the Accounts accounts or as proceeds of other Collateral collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of as set forth in the Revolving Loans in accordance with Section 12.8 of this Lockbox Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank Lender incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank Lender any check or other item of payment received by the Bank Lender on account of the Obligationsindebtedness evidenced by this Note. All of such fees, costs and expenses shall constitute Obligations hereunderindebtedness evidenced by this Note, shall be payable to the Bank Lender by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the BankLender, and, if that endorsement of any such item shall not be made for any reason, the Bank Lender is hereby irrevocably authorized to endorse the same on such Borrower’s 's behalf. For the purpose of this Sectionsection, each Borrower irrevocably hereby makes, constitutes and appoints the Bank Lender (and all Persons persons designated by the Bank Lender for that purpose) as such Borrower’s 's true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s 's name upon such 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 account of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox or postal box into which any of such Borrower’s mail is deposited, and open and process all mail addressed to such Borrower and deposited therein.;

Lockbox Arrangement. Each After the occurrence and during the continuance of an Event of Default under Section 11.1 or 11.10, the Bank may require the Borrower shall direct all of its Account Debtors to cause each lessee or other obligor under a Lease Schedule to make all payments on the Accounts in respect of such Lease Schedule directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing AgentBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each Borrower will immediately deposit all payments made for Inventory sold by such Borrower or . If the performance of services by such Borrower, and received by such Borrower in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries a Subsidiary or any director, officer, employee, agent or agent of any such the Borrower or any such Subsidiary, or any other Person acting for or in concert with such the Borrower (including, without limitation, any Designated Lessor) shall receive any monies, checks, notes, drafts or other payments relating to under or as proceeds in respect of Accounts or other Collateralany Lease Schedule, such Borrower, such Subsidiary the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, Bank will be applied on account of the Revolving Loans or Term Loans, as applicable, in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each The Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment under or proceeds of Collateral with respect to a Lease Schedule shall be endorsed by the applicable Borrower (or Borrowing Agent the Borrower’s agent) to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse or cause the endorsement of the same on such the Borrower’s behalf. For the purpose purposes of this Section, each upon the occurrence and during the continuance of an Event of Default, the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such the Borrower’s true and lawful attorney and agent-in-fact (which appointment is coupled with an interest) (i) to endorse such the Borrower’s name upon such 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 of such Borrower or goods pertaining theretopayment; (ii) to take control in any manner of any such item of payment or proceeds thereofpayment; and (iii) to have access to the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any Collateral or any proceeds of such Borrower’s mail is Collateral have been or are deposited, and to open and process all mail bearing the return address of an Eligible Lessee and addressed to such the Borrower and (or the Borrower’s agent) deposited therein.

Lockbox Arrangement. Each (a) After the execution of the Distribution Lockbox Agreement, each Distribution Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Distribution Lockbox”) designated by, and under the exclusive control of, the BankLender. Pursuant to the Distribution Lockbox Agreement, the Borrowing Agent Distribution Borrowers shall establish the Distribution Lockbox and an account (the “Distribution Lockbox Account”) in the Borrowing Agent’s name Distribution Borrowers’ names with the Bank Lender into which all payments received in the Distribution Lockbox shall be deposited, and into which each Borrower the Distribution Borrowers will immediately deposit all payments made for Inventory sold by such Borrower the Distribution Borrowers or the performance of services by such Borrowerthe Distribution Borrowers, and received by such Borrower the Distribution Borrowers in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries the Distribution Borrowers or any director, officer, employee, or agent of any such Borrower or any such Subsidiarythe Distribution Borrowers, or any other Person acting for or in concert with such Borrower the Distribution Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary the Distribution Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Distribution Lockbox Account. The parties Distribution Borrowers agree that all payments made to such Distribution Lockbox and Distribution Lockbox Account or otherwise received by the BankLender, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Facility A Loans in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject . The Distribution Borrowers agree to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for pay all fees, costs and expenses which the Bank Lender incurs in connection with opening and maintaining the Distribution Lockbox and the Distribution Lockbox Account and depositing for collection by the Bank Lender any check or other item of payment received by the Bank Lender on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank Lender by the Distribution Borrowers upon demand, and, until paid, shall bear interest at the Distribution Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent Distribution Borrowers to the BankLender, and, if that endorsement of any such item shall not be made for any reason, the Bank Lender is hereby irrevocably authorized to endorse the same on such Borrower’s the Distribution Borrowers’ behalf. For the purpose of this Sectionsection, each Borrower the Distribution Borrowers irrevocably hereby makesmake, constitutes constitute and appoints appoint the Bank Lender (and all Persons designated by the Bank Lender for that purpose) as such Borrower’s the Distribution Borrowers’ true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s the Distribution Borrowers’ name upon such 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 of such Borrower the Distribution Borrowers 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any of such the Distribution Borrower’s mail is deposited, and open and process all mail addressed to such Borrower the Distribution Borrowers and deposited therein. (b) After the execution of the Fulfillment Lockbox Agreement, each Fulfillment Borrower shall direct all of its Account Debtors to make all payments on the Accounts directly to a post office box (the “Fulfillment Lockbox”) designated by, and under the exclusive control of, the Lender. Pursuant to the Fulfillment Lockbox Agreement, the Fulfillment Borrowers shall establish the Fulfillment Lockbox and an account (the “Fulfillment Lockbox Account”) in the Fulfillment Borrowers’ names with the Lender into which all payments received in the Fulfillment Lockbox shall be deposited, and into which the Fulfillment Borrowers will immediately deposit all payments made for Inventory sold by the Fulfillment Borrowers or the performance of services by the Fulfillment Borrowers, and received by the Fulfillment Borrowers in the identical form in which such payments were made, whether by cash or check. If the Fulfillment Borrowers or any director, officer, employee, agent of the Fulfillment Borrowers, or any other Person acting for or in concert with the Fulfillment Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Fulfillment Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Fulfillment Lockbox Account. The Fulfillment Borrowers agree that all payments made to such Fulfillment Lockbox and Fulfillment Lockbox Account or otherwise received by the Lender, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Facility B Loans in accordance with Section 12.8 of this Agreement. The Fulfillment Borrowers agree to pay all fees, costs and expenses which the Lender incurs in connection with opening and maintaining the Fulfillment Lockbox and the Fulfillment Lockbox Account and depositing for collection by the Lender any check or other item of payment received by the Lender on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Lender by the Fulfillment Borrowers upon demand, and, until paid, shall bear interest at the Fulfillment Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the Fulfillment Borrowers to the Lender, and, if that endorsement of any such item shall not be made for any reason, the Lender is hereby irrevocably authorized to endorse the same on the Fulfillment Borrowers’ behalf. For the purpose of this section, the Fulfillment Borrowers irrevocably hereby make, constitute and appoint the Lender (and all Persons designated by the Lender for that purpose) as the Fulfillment Borrowers’ true and lawful attorney and agent-in-fact (i) to endorse the Fulfillment Borrowers’ name upon such 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 of the Fulfillment Borrowers 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 Fulfillment Borrower’s mail is deposited, and open and process all mail addressed to the Fulfillment Borrowers and deposited therein.

Lockbox Arrangement. Each The Borrower shall direct all of its Account Debtors to make all payments on the its Accounts directly to a post office box (the “Lockbox”) designated by, and under the exclusive control of, the Bank. Pursuant to the Lockbox Agreement, the Borrowing Agent Borrower shall establish the Lockbox and an account (the “Lockbox Account”) in the Borrowing AgentBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which each the Borrower will immediately deposit all payments made for Inventory sold by such the Borrower or the performance of services by such the Borrower, and received by such the Borrower in the identical form in which such payments were made, whether by cash or check. If any the Borrower, any of its Subsidiaries a Subsidiary or any director, officer, employee, agent or agent of any such the Borrower or any such Subsidiary, or any other Person acting for or in concert with such the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Borrower’s Accounts or other Collateral, such Borrower, such Subsidiary the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties agree Borrower agrees that all payments made to such Lockbox and Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and (b) at all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each The Borrower agrees it shall be jointly and severally liable for to pay all fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrowers Borrower upon demand, and, until paid, shall bear interest at the Default Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on such the Borrower’s behalf. For the purpose of this Sectionsection, each the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as such the Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such the Borrower’s name upon such 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 of such 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any of such the Borrower’s mail is deposited, and open and process all mail addressed to such the Borrower and deposited therein.

Lockbox Arrangement. (a) Each Borrower shall direct all of its Account ------------------- Debtors to make all payments on the Accounts directly to a post office box (the “"Lockbox”") designated by, and under the exclusive control of, the BankLender. Pursuant to the Lockbox Agreement, the Borrowing Agent shall establish Borrowers (except KMS, PCD and PCD, LLC) have established the Lockbox and an account (the “"Lockbox Account”") in the Borrowing Agent’s name Borrowers' names with the Bank Lender into which all payments received in the Lockbox shall be deposited, and into which each Borrower the Borrowers (except PCD, LLC until October, 2007 at which time PCD, LLC will execute the Lockbox Agreement) will immediately deposit all payments made for Inventory sold by such Borrower the Borrowers or the performance of services by such Borrowerthe Borrowers, and received by such Borrower the Borrowers in the identical form in which such payments were made, whether by cash or check. If any Borrower, any of its Subsidiaries the Borrowers or any director, officer, employee, or agent of any such Borrower or any such Subsidiarythe Borrowers, or any other Person acting for or in concert with such Borrower the Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Borrower, such Subsidiary the Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The parties Borrowers agree that all payments made to such Lockbox and Lockbox Account or otherwise received by the BankLender, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, (a) at all times following the occurrence and during the continuance of an Event of Default, will be applied on account of the Revolving Loans in accordance with Section 12.8 of this Agreement, and (b) at . The Borrowers agree to pay all other times, subject to final collection and the Bank’s availability schedule, will be released to the Borrowing Agent’s operating account maintained with the Bank. Each Borrower agrees it shall be jointly and severally liable for all reasonable fees, costs and expenses which the Bank Lender incurs in connection with opening and maintaining the Lockbox and the Lockbox Account and depositing for collection by the Bank Lender any check or other item of payment received by the Bank Lender on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank Lender by the Borrowers upon demand, and, until paid, shall bear interest at the Default RateRate and if not paid within thirty (30) days shall be treated as a Facility A Advance. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Borrower or Borrowing Agent Borrowers to the BankLender, and, if that endorsement of any such item shall not be made for any reason, the Bank Lender is hereby irrevocably authorized to endorse the same on such Borrower’s the Borrowers' behalf. For the purpose of this Sectionsection, each Borrower the Borrowers irrevocably hereby makesmake, constitutes constitute and appoints appoint the Bank Lender (and all Persons designated by the Bank Lender for that purpose) as such Borrower’s the Borrowers' true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s the Borrowers' name upon such 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 of such Borrower the Borrowers 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 the Lockbox, and also, after the occurrence and during the continuance of an Event of Default any other lockbox lock box or postal box into which any of such the Borrower’s 's mail is deposited, and open and process all mail addressed to such Borrower the Borrowers and deposited therein.