Common use of Blocked Account Clause in Contracts

Blocked Account. Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.

Blocked Account. Borrowers If Excess Availability shall direct all be less than $15,000,000 as of their Account Debtors to make all payments the close of business on the Accounts that are made by any Business Day, within ten (a10) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative days after receipt of notice of such event from Agent and (b) wire transfer to an account under the exclusive control of Administrative at Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. 's request Borrowers shall establish and maintain, at Borrowers' expense, one or more account(s) blocked accounts or lockboxes and related blocked accounts (the “Lockbox Account”) in Borrowers’ nameeither case, for the benefit of Administrative Agent"Blocked Accounts"), as Agent may specify, with Administrative Agent First Union or a financial institution such other bank as is acceptable to Administrative Agent, into which Borrowers shall promptly deposit and direct account debtors to directly remit all payments received in the Lockbox shall be deposited, on Accounts and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts constituting proceeds of Inventory or other Collateral in the identical form in which such payments were receivedare made, whether by cash cash, check or checkother manner. If BorrowersThe banks at which the Blocked Accounts are established shall enter into an agreement, any Affiliate in form and substance satisfactory to Agent, providing that all items received or Subsidiarydeposited in the Blocked Accounts are the property of Agent, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiarythat the depository bank has no lien upon, or any other Person acting 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 concert with immediately available funds on a daily basis, all funds received or deposited into the Payment Account to a concentration or Blocked Account as may be designated by Agent. Borrowers shall receive any monies, checks, notes, drafts agree that all payments made to such Blocked Account or other payments relating funds received and collected by Lender pursuant to this Agreement, whether on the Accounts or as Proceeds proceeds of Accounts Inventory or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereofor otherwise, shall remit be the same (Property of Lender. In no event shall the funds in the Blocked Account be commingled with Borrowers' own funds. Borrowers agree to reimburse Agent and Lender on demand for any amounts owed or cause the same paid to be remitted) in kind to the Lockbox Account in any bank at which a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Blocked Account is established shall acknowledge and agree, or any other bank or person involved in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition transfer of funds in the Lockbox and Lockbox Account without further consent to or from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated Blocked Accounts arising out of Lender's or Agent's payments to accept, instructions or indemnification of such bank or person. The obligation of Borrowers with respect to reimburse Agent or Lender for such amounts pursuant to this Section 6.6 shall survive the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account termination or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms non-renewal of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited thereinAgreement.

Blocked Account. Borrowers All monies (which term when used in this Agreement includes all cheques, bills of exchange and other payment instruments as well as cash) received by the Borrower, including, but not limited to, any receipts in payment of any Accounts Receivable or in respect of any insurance proceeds, whether or not a notice and direction has been sent to the Borrower's account debtors, shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated bybe received and held, and under shall be deemed to be received and held, in trust for the exclusive control ofBank and shall be, Administrative Agentand shall be deemed to be, at Administrative Agent or a financial institution acceptable to Administrative Agent kept separate and (b) wire transfer to an account under apart from the exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made Borrower's own funds and immediately deposited by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) Borrower on a daily basis in a blocked account set up for this purpose. The Borrower shall execute and deliver to the Bank, the Bank's standard form blocked accounts agreement, the receipt of which is a condition precedent to any accommodation of credit hereunder. The Bank is hereby irrevocably and unconditionally authorized and directed by the Borrower to sweep the blocked account on a daily basis and to set-off, compensate and apply any credit balance in the blocked account to repay any balance outstanding under any credit facilities contemplated hereunder in such order and against such facility as such checks are receivedthe Bank sees fit, with any remaining funds then being deposited to the Borrower's general account with the Royal Bank of Canada business banking centre. Borrowers For greater certainty, it is hereby understood and agreed that the Borrower shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, only be given value for the benefit application of Administrative Agentsuch funds, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent one Business Day from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance date of such accounts as application. Provided that, if at any time the Facility Borrowing Base is less than the net of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether any reserves in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered L/G Limit, an amount equal to the holder of a Permitted Lien which is prior in right of payment), will be applied on account difference between the L/G Limit and the amount of the Obligations in accordance with Facility Borrowing Base (the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, "Security Deficiency") may be paid retained by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower Bank and deposited thereinin a collateral account as general continuing collateral security for outstanding L/Gs. The Borrower shall immediately pay to the Bank such amount as may be necessary to ensure that the balance of funds held in the collateral account is at least equal to the Security Deficiency at all times.

Blocked Account. Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers ; provided, that so long as no Event of Default has occurred and is continuing, payments received by Administrative Agent shall pay all customary feesnot be applied to the unmatured portion of the LIBOR Rate Loans, costs but shall be held in a cash collateral account maintained by Administrative Agent or Canadian Bank and/or transferred to Borrowers’ operating account at Administrative Agent or Canadian Bank, as applicable, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan, and expenses (ii) the occurrence of an Event of Default (the “Agreed LIBOR Loan Application Method”); provided further, that so long as no Event of Default has occurred and is continuing and Excess Availability is greater than or equal to $10,000,000 under the Canadian Revolving Loan Commitment and $7,500,000 under the US Revolving Loan Commitment, the immediately available funds in connection with opening such cash collateral account may be transferred to Borrowers’ operating account at Administrative Agent (it being understood and maintaining agreed that the Lockbox and Lockbox AccountAdministrative Agent may, at any time Excess Availability is less than the amounts set forth above for the applicable Revolving Loan Commitment, apply such available funds to the Obligations after giving effect to the Agreed Libor Loan Application Method, unless an Event of Default exists, in which case, the Administrative Agent shall apply such available funds in such order as the Administrative Agent shall direct without restriction, subject to the terms of Section 16.2 herein). All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Sectionsection, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.

Blocked Account. Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Table of Contents Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding; provided, that so long as no Event of Default has occurred and is continuing, payments received by Administrative Agent shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Administrative Agent/transferred to Borrowers’ operating account at Administrative Agent, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at the Representative’s discretion, to Borrowers so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Sectionsection, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.

Blocked Account. Borrowers shall direct all So long as any principal of their Account Debtors to make all payments or interest on the Accounts that are made by Revolving Loan (awhether or not due) check directly shall remain unpaid or Lenders shall have any commitment or agreement to a mailing address designated bylend hereunder, and under Borrower shall continue to maintain the exclusive control of, Administrative Blocked Account with Agent, at Administrative Agent or a financial institution acceptable . Borrower hereby grants to Administrative Agent and (b) wire transfer to an account under the exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative itself and the Lenders, a continuing security interest in (i) the Blocked Account and all funds held in such account, (ii) all certificates and instruments, if any, from time to time evidencing such account, (iii) all notes, checks and other instruments from time to time deposited in such account, (iv) all interest, if any, from time to time received in respect of such account and (v) all other property of Borrower from time to time in possession under the control of or in transit to Agent or any Lender. Borrower also hereby transfers to Agent, with Administrative for the benefit of itself and the Lenders, the exclusive dominion and control of the Blocked Account and Borrower shall have no right of withdrawal from such account. Except as otherwise expressly provided to the contrary in this Agreement and any other Loan Documents, Borrower shall take all such actions as Agent in good xxxxx xxxxx necessary or a financial institution acceptable appropriate to Administrative Agent, into ensure that at all times on and after the Closing Date all proceeds of all Collateral against which all payments received Lenders shall have made Advances under this Agreement are deposited in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received Blocked Account. Upon receipt by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or SubsidiaryBorrower, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with for the account of Borrower, any proceeds from the sale of any Collateral against which the Lockbox Account is established Lenders shall acknowledge and agreehave made Advances hereunder, in a manner satisfactory to Administrative AgentBorrower shall, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that or shall cause such financial institution will follow to, transmit in the instructions form received, before the close of Administrative business on the next succeeding Business Day, all such proceeds (properly endorsed, where required, so that all items delivered shall be collected by Agent) to Agent for credit to the Blocked Account. Borrower shall not, and shall cause any such financial institution not to, commingle any such proceeds so received with respect Borrower’s other property, and shall hold separate and apart from all other property, all such proceeds in an express trust for the benefit of Agent and the Lenders until delivery thereof is made to disposition Agent. Credit for proceeds deposited in the Blocked Account shall be given on a daily Business Day basis upon deposit (credit for proceeds deposited in immediately available funds shall be given on the Business Day deposited) and shall be conditional upon final payment of the deposited item. For purposes of calculating interest only, credit for proceeds shall be given 2 Business Days after final payment of the deposited item (credit for proceeds deposited in immediately available funds shall be given on the Business Day deposited). Borrower hereby agrees not to deposit any monies into the Blocked Account, or otherwise permit any moneys to be deposited into such account or commingled with other funds in such account, except proceeds of the Lockbox and Lockbox Account without further consent from Collateral. Payments received after 2:00 p.m. New York time on any Business Day other than the Borrowerslast Business Day of a calendar month, payments received after 1:00 p.m. New York time on the last Business Day of a calendar month, and payments received on a day that the financial institution will is not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each a Business Day shall be transferred deemed to Administrative Agent each have been received on the following Business Day for application in accordance with Section 8.3Day. All payments made to such Lockbox Account or otherwise In the event net proceeds from the sale of Eligible Assets received by Administrative AgentAgent shall exceed the principal balance of Advances made by Lenders against such Eligible Assets, whether plus accrued and unpaid interest relating thereto, Borrower may request in respect the Notice of the Accounts or as Proceeds of other Collateral or otherwise (except for Borrowing such excess proceeds of Collateral which are required to be delivered to Borrower in the holder manner described in Section 2.1(b). So long as no Event of a Permitted Lien which Default has occurred and is prior in right of payment)continuing, will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs Agent agrees (and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Lenders authorize Agent) or otherwise charged to Borrowers and in deliver such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable excess proceeds to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.

Blocked Account. Borrowers shall direct Without limiting the provisions in the Security Agreement, the Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent a security interest in the Blocked Account, all funds held in such Blocked Account from time to time, and all proceeds thereof as security for the payment of their the Secured Obligations. Funds held in the Blocked Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated bymay be invested in Liquid Investments maintained with, and under the exclusive sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, at but the Administrative Agent or shall have no obligation to make any investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Blocked Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. The Borrower shall not have any ability to withdraw funds from the Blocked Account; provided that, (a) the Administrative Agent shall promptly release all funds held in such Blocked Account to the Borrower upon receipt by the Administrative Agent of a financial institution mortgagee policy of title insurance fully paid for by the Borrower, insuring the Mortgage delivered on the Closing Date as a valid first priority Lien on the Property described therein in favor of Administrative Agent, free of all Liens other than the Permitted Liens, and otherwise reasonably acceptable to the Administrative Agent which policy of title insurance shall be issued by any nationally recognized title insurance company, reflecting a coverage amount equal to the appraised value reflected in the third party appraisal delivered pursuant to Section 3.1(l); it being understood that (i) such mortgagee policy title insurance shall have been issued at the Borrower's expense and (ii) shall contain such customary endorsements as may be reasonably required by the Administrative Agent, and (b) wire transfer to in lieu of delivering an account under acceptable policy of title insurance as provided in the exclusive control of Administrative Agentforegoing clause (a), the Borrower may, at its option, elect to apply the funds held in such Blocked Account as an optional prepayment of the Term Advances pursuant to Section 2.4 and applied in the inverse order of maturity, and upon delivery of the Notice of Optional Prepayment by the Borrower to the Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with for such prepayment the consent of Administrative Agent, Borrowers may collect payments and remotely scan such checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as shall release and apply such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions inverse order of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts maturity as prepayment of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited thereinTerm Advances.

Blocked Account. Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative AgentLender, at Administrative Agent Lender or a financial institution acceptable to Administrative Agent Lender and (b) wire transfer to an account under the exclusive control of Administrative AgentLender, at Administrative Agent Lender or a financial institution acceptable to Administrative AgentLender; provided, that with respect to payments made by check, with the consent of Administrative AgentLender, Borrowers may collect payments and remotely scan such checks to Administrative Agent Lender in a manner satisfactory to Administrative Agent Lender (“Remote Scanning”) on a daily basis as such checks are received. Upon the request of Lender following an Event of Default that is continuing, Borrowers shall establish one or more account(s) an account (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative AgentLender, with Administrative Agent Lender or a financial institution acceptable to Administrative AgentLender, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Administrative Agent Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent Lender including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative AgentLender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Administrative AgentLender, that such financial institution will follow the instructions of Administrative Agent Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent Lender will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent Lender each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative AgentLender, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of any Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.to