Common use of Cash Management Systems Clause in Contracts

Cash Management Systems. (a) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.

Cash Management Systems. Within sixty (a60) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, as such period may be extended from time to time by Agent in its reasonable discretion (plus, in the event that any depositary or intermediary refuses to execute such longer period as Control Agreement, an additional sixty (60) days to move such account to an institution which shall execute such Control Agreement), the Administrative Agent may agree to) Borrower and at all times thereaftereach Domestic Subsidiary shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (i) use commercially reasonable efforts any segregated payroll account so long as such payroll account is a zero balance account, (ii) any withholding tax and fiduciary accounts and (iii) any other account with monthly average balances not in excess of $50,000 (provided that the aggregate monthly balance for all such accounts shall not exceed $250,000)) as of or after the Closing Date. In addition, at Agent’s request, Credit Parties will enter into Control Agreements providing for springing cash dominion over disbursement accounts as of the Closing Date, except as set forth in the preceding sentence. With respect to cause all their Customers accounts subject to “springing” Control Agreements, unless and until a Specified Event of Default has occurred and is continuing or Control Agreement Availability falls below $5,000,000, Agent shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction (an “Exclusive Control Notice”) which provides for exclusive control over such account by Agent. At any time after Agent has delivered an Exclusive Control Notice, upon the Borrower’s delivery of evidence reasonably satisfactory to Agent that (x) Control Agreement Availability has equaled or exceeded $5,000,000 for a period of forty-five (45) consecutive days following the delivery of the Exclusive Control Notice and (y) no Specified Event of Default has occurred and is continuing, Agent shall deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which terminates the exclusive control over such account by Agent (for the avoidance of doubt, such notice or instruction shall not in any manner terminate Agent’s “springing” cash dominion with respect to such account). The Credit Parties shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. As used herein, “Control Agreement Availability” means, as of any date of determination, the amount by which (a) the sum of (i) the Maximum Revolving Loan Balance plus (ii) the amount of unrestricted cash and all Receivables Cash Equivalents of the Credit Parties from time held in deposit or securities accounts which are subject to time included a Control Agreement in favor of Agent, exceeds (b) the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in sum of (i) the United States aggregate outstanding principal balance of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), Revolving Loans plus (ii) cause all proceeds the aggregate amount of outstanding Letter of Credit Obligations (excluding any such Letter of Credit Obligations to the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which extent they are received (but fully cash collateralized in accordance with any endorsements of such Credit Party necessary for deposit or collectionSection 7.4 hereof), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.

Cash Management Systems. (a) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.. 162

Cash Management Systems. (a) The Credit Parties shallHoldings and its Subsidiaries shall establish and maintain cash management systems reasonably acceptable to Administrative Agent, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances including with respect to such Receivables into one or more deposit accounts located blocked account arrangements. Without limiting the foregoing, Holdings will, and will cause each of its Subsidiaries to, comply with a depositary bank in all terms and provisions of the United States of America Working Capital Agreement (or into one any successor or more lockboxes established and maintained by a depositary bank in the United States of America and replacement agreement acceptable to Administrative Agent) with respect to which such depositary bank retrieves the cash management of Credit Parties, provided that, if the Working Capital Agreement shall have been terminated and process all checks Credit Parties shall not have entered into a successor or replacement agreement acceptable to Administrative Agent, then Credit Parties shall enter into control agreements, lockbox agreements and other evidences of payment so received at such lockbox similar agreements in form and deposits the same into one substance reasonably satisfactory to Administrative Agent; provided further, that Administrative Agent shall require Working Capital Agent to transfer (or more cause to be transferred) all funds on deposit accounts located with it in the United States Blocked Accounts (other than funds necessary to repay Working Capital Loans then outstanding in full and to cash collateralize Working Capital Letters of AmericaCredit then outstanding in full, which funds may be retained by Working Capital Agent and applied to repay all Working Capital Loans then outstanding in full and to cash collateralize all Working Capital Letters of Credit then outstanding in full) to Administrative Agent’s Account on a daily basis for application to the Obligations in accordance with Section 2.13(i); provided that, if, on any Business Day, there are no Revolving Loans outstanding and the aggregate amount of funds deposited into Administrative Agent’s Account (when taken together with all funds on deposit in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located an interest-bearing cash collateral account in the country or jurisdiction where such Discretionary Guarantor is organized or operates Administrative Agent’s name for Credit Parties (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection LockboxesCash Collateral Account”)) is less than $5,000,000, the funds deposited into Administrative Agent’s Account on such day shall be transferred into the Cash Collateral Account (it being understood that at any time that (i) any Revolving Loan is outstanding, (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory funds on deposit in the ordinary course of businessCash Collateral Account equal or exceed $5,000,000, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit a Default or Event of Default shall have occurred and be continuing, Administrative Agent shall have the right to apply all funds on deposit in the Cash Collateral Account to the Obligations in accordance with Section 2.13(i). As of the Fifth Amendment Effective Date, all bank accounts and the Concentration Deposit Account at all times to be solely a collection accountinvestment accounts of Credit Parties are listed on Schedule 5.15 and such Schedule designates which such accounts are deposit accounts. Except as permitted by Section 6.6(a), and no Credit Party shall make maintain or open any disbursements deposit account unless the depository bank for such account shall have entered into a blocked account agreement with Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent. So long as no Default or other direct payments Event of Default has occurred and is continuing or would not result therefrom, upon the prior written request by Borrower Representative, Collateral Agent shall release any Blocked Cash to Borrowers and instruct the applicable depository bank to transfer the requested funds in accordance with the instructions received from the Borrower Representative; provided, that (i) Agent shall have received at least 2 Business Days (or such greater period as may be required by the applicable depository bank) advance written notice of such request, and (ivii) deposit or cause to be deposited promptlysuch requested transfer, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit use of the Collateral Agentproceeds therefrom, is otherwise permitted under the terms and conditions of this Agreement.”

Cash Management Systems. Each Loan Party shall enter into, and cause each depository to enter into, Control Agreements providing for “springing” cash dominion with respect to each Collection Account and each Concentration Account maintained by such Person (aother than any account that constitutes an Excluded Bank Account) The Credit Parties shall, as promptly as practicable of or after the Closing Date (and in any event within 90 days after the Closing Effective Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) . Each Loan Party shall use commercially reasonable efforts to enter into, and cause all their Customers on any and all Receivables of the Credit Parties from time each depository, securities intermediary or commodities intermediary to time included in the Borrowing Base to make all payments and remittances enter into, Control Agreements providing for “springing” cash dominion with respect to such Receivables into one each deposit, securities, commodity or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and similar account maintained by such Person (other than any account that constitutes an Excluded Bank Account) that does not constitute a depositary bank in Collection Account or a Concentration Account (and funds deposited into any such deposit, securities, commodity or similar account shall be swept on a daily basis into a Concentration Account). With respect to accounts subject to “springing” Control Agreements, the United States Administrative Agent and Lenders agree that the Administrative Agent shall only be authorized to deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by the Administrative Agent as follows: (i) at any time that an Event of America Default is continuing, the Administrative Agent may, and at the direction of Required Lenders shall, deliver such notices or instructions providing for exclusive control by the Administrative Agent with respect to which any or all such depositary bank retrieves accounts; and process all (ii) if a Trigger Event has occurred and is continuing, the Administrative Agent may, in its sole discretion, deliver such notices or instructions providing for exclusive control by the Administrative Agent over the Collection Accounts, provided, that if a Trigger Event occurs solely as a result of the imposition by the Administrative Agent of a new or increased Reserve at a time when no Default or Event of Default has occurred and is continuing, then the Administrative Agent shall not deliver such notices or instructions unless such circumstance continues for the Designated Period. The Loan Parties shall not maintain cash or Cash Equivalents on deposit in any deposit account or securities account (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and other evidences of payment so wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. The Loan Parties shall (i) cause all Collections received at such lockbox by them each day to be deposited in a Collection Account or a Concentration Account or, with respect to any STL Related Accounts, a Qualified Trust Account, within two (2) Business Days following receipt and deposits the same into one (ii) direct all Account Debtors to remit all payments either (A) directly to Collection Accounts or more deposit accounts located with it in the United States of America); provided that, any associated lockboxes or (B) in the case of payments STL Related Accounts, directly to a Qualified Trust Account or remittances with respect any associated lockbox. If (x) the Administrative Agent has exercised its right to Receivables owed take exclusive control over the Collection Accounts pursuant to any Discretionary Guarantorthis Section 5.11 while no Event of Default is continuing and (y) no Trigger Event is continuing, a depositary bank located the Administrative Agent shall use commercially reasonable efforts following the Borrower’s request therefor to (A) restore control of such Collection Accounts to the applicable Loan Parties (subject to the continuing rights of the Administrative Agent to assert exclusive control in the country or jurisdiction where circumstances provided herein) and (B) so long as such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located control has not been restored to the applicable Loan Parties, instruct the depositaries in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition Collection Accounts for which the Administrative Agent has delivered notices of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory exclusive control pursuant to this Section 5.11, to transfer on a daily basis, all available amounts on deposit in the ordinary course of business, which shall be such Collection Accounts to a Concentration Account that is subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral AgentControl Agreement.

Cash Management Systems. (a) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such ​ 170 ​ depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.

Cash Management Systems. Each Credit Party shall enter into, and cause each applicable depository institution, securities intermediary or commodities intermediary to enter into, in each case, within ninety (a90) The days of the Closing Date, one or more Control Agreements (and lockbox arrangements with respect to any Collection Account) providing for "springing" cash dominion (including providing for "control" there over as such term is defined in the Securities Transfer Act (2006) (Ontario) or other applicable law, including the Civil Code of Quebec, in respect of Canadian Collateral) with respect to each Control Account (other than Disbursement Accounts) and each securities, commodity or similar account maintained by such Credit Parties shall, Party as promptly as practicable after of the Closing Date or within ninety (and in 90) days of the establishment or acquisition of any event within 90 days Control Account (other than Disbursement Accounts), securities, commodity or similar account established or otherwise acquired by such Credit Party after the Closing Date. In addition, or if and to the extent requested by Agent, within ninety (90) days of such longer period as the Administrative Agent may agree to) and at all times thereafterrequest, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the each Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables Party shall enter into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and Control Agreements providing for "springing" cash dominion over all Control Accounts that constitute Disbursement Accounts maintained by such Credit Party as of the Closing Date or established or otherwise acquired by such Credit Party after the Closing Date. With respect to any Control Accounts subject to such "springing" Control Agreements, unless a depositary bank Dominion Period has occurred and is continuing, Agent shall not deliver to the relevant depository institution, securities intermediary or commodities intermediary a notice or other instruction requiring such Person to transfer funds held in such Control Accounts to the United States Collection Account. The Credit Parties shall not maintain cash on deposit in Disbursement Accounts in excess of America outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. Notwithstanding the foregoing, RA Intermediate shall not be required to comply with this Section 4.11 with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one deposit accounts, securities, commodity or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection similar account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and until the aggregate amount of funds in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agentaccounts exceed $1,000,000.

Cash Management Systems. (a) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.

Cash Management Systems. Each Loan Party shall enter into, and cause each depository to enter into, Control Agreements providing for “springing” cash dominion with respect to each Collection Account and each Concentration Account maintained by such Person (aother than any account that constitutes an Excluded Bank Account) The Credit Parties shall, as promptly as practicable of or after the Closing Date (and in any event within 90 days after the Closing Effective Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) . Each Loan Party shall use commercially reasonable efforts to enter into, and cause all their Customers on any and all Receivables of the Credit Parties from time each depository, securities intermediary or commodities intermediary to time included in the Borrowing Base to make all payments and remittances enter into, Control Agreements providing for “springing” cash dominion with respect to such Receivables into one each deposit, securities, commodity or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and similar account maintained by such Person (other than any account that constitutes an Excluded Bank Account) that does not constitute a depositary bank in Collection Account or a Concentration Account (and funds deposited into any such deposit, securities, commodity or similar account shall be swept on a daily basis into a Concentration Account). With respect to accounts subject to “springing” Control Agreements, the United States Administrative Agent and Lenders agree that the Administrative Agent shall only be authorized to deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by the Administrative Agent as follows: (i) at any time that an Event of America Default is continuing, the Administrative Agent may, and at the direction of Required Lenders shall, deliver such notices or instructions providing for exclusive control by the Administrative Agent with respect to which any or all such depositary bank retrieves accounts; and process all (ii) if a Trigger Event has 1032ACTIVE 224321401v.2 occurred and is continuing, the Administrative Agent may, in its sole discretion, deliver such notices or instructions providing for exclusive control by the Administrative Agent over the Collection Accounts, provided, that if a Trigger Event occurs solely as a result of the imposition by the Administrative Agent of a new or increased Reserve at a time when no Default or Event of Default has occurred and is continuing, then the Administrative Agent shall not deliver such notices or instructions unless such circumstance continues for the Designated Period. The Loan Parties shall not maintain cash or Cash Equivalents on deposit in any deposit account or securities account (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and other evidences of payment so wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. The Loan Parties shall (i) cause all Collections received at such lockbox by them each day to be deposited in a Collection Account or a Concentration Account or, with respect to any STL Related Accounts, a Qualified Trust Account, within two (2) Business Days following receipt and deposits the same into one (ii) direct all Account Debtors to remit all payments either (A) directly to Collection Accounts or more deposit accounts located with it in the United States of America); provided that, any associated lockboxes or (B) in the case of payments STL Related Accounts, directly to a Qualified Trust Account or remittances with respect any associated lockbox. If (x) the Administrative Agent has exercised its right to Receivables owed take exclusive control over the Collection Accounts pursuant to any Discretionary Guarantorthis Section 5.11 while no Event of Default is continuing and (y) no Trigger Event is continuing, a depositary bank located the Administrative Agent shall use commercially reasonable efforts following the Borrower’s request therefor to (A) restore control of such Collection Accounts to the applicable Loan Parties (subject to the continuing rights of the Administrative Agent to assert exclusive control in the country or jurisdiction where circumstances provided herein) and (B) so long as such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located control has not been restored to the applicable Loan Parties, instruct the depositaries in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition Collection Accounts for which the Administrative Agent has delivered notices of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory exclusive control pursuant to this Section 5.11, to transfer on a daily basis, all available amounts on deposit in the ordinary course of business, which shall be such Collection Accounts to a Concentration Account that is subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral AgentControl Agreement.

Cash Management Systems. (a) The Each Credit Parties shallParty shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” dominion with respect to each of the accounts listed on Schedule 4.11 and each other deposit, securities, commodity or similar account maintained by such Person as promptly as practicable of or after the Closing Date into which the proceeds of Collateral are or may be deposited (other than (i) any payroll account so long as such payroll account is a zero balance account, (ii) withholding tax accounts, (iii) fiduciary accounts, (iv) disbursement accounts and (v) deposit accounts with an amount on deposit of (x) less than $1,000,000 at any time with respect to any particular deposit account and (y) less than $2,500,000 at any time in any event within 90 days after the Closing Dateaggregate for all such deposit accounts of either of the EINA Borrowers and their respective Subsidiaries or the EICA Borrowers and their respective Subsidiaries, or such longer period as the Administrative case may be). With respect to accounts subject to “springing” Control Agreements, unless and until an Event of Default has occurred and is continuing or a Trigger Event has occurred with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), Agent may agree to) shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over any applicable account by Agent. At any time following a Trigger Event with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), such Borrower Group shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and at all times thereafterwire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. In addition, (i) use commercially reasonable efforts to cause all following the occurrence and during the continuance of an Event of Default at Agent’s request, Credit Parties will enter into Control Agreements providing for “springing” cash dominion over their Customers on respective disbursement accounts and (ii) at any and all Receivables of time following a Trigger Event (unless a corresponding Trigger Reset Event has occurred with respect thereto), the Credit Parties shall not maintain cash on deposit in any disbursement account in excess of outstanding checks and wire transfers payable from time such disbursement account and amounts necessary to time included in the Borrowing Base meet minimum balance requirements. A “disbursement account” under this Section 4.11 refers to make all an account of a Credit Party from which payments are made and remittances with respect to such Receivables into one or more deposit accounts located with which is a depositary bank in the United States zero balance account and shall also include, for purposes of America clarity, account no. 8666054646 (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and any successor account thereto) with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States Bank of America); provided that, in N.A., as long as, unless Agent otherwise consents, such account has no more than $2,000,000 on deposit therein as of the case close of payments business on any Business Day. For purposes of clarification, any Credit Party may close any account or remittances with respect open new accounts at any time, as long as (i) the Borrower Representative provides prior written notice of its intention to Receivables owed close any account to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”)Agent, (ii) cause all proceeds of the Disposition of any ABL Priority Collateral concurrently with, or within five (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i5) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date opening of its receipt DMFIRM #406105327 v2 146 thereofan account, all cash, checks, drafts or the applicable Credit Party satisfies the other similar items provisions of payment received by it relating to or constituting payments or remittances this Section 4.11 with respect thereto and (iii) there shall at all times be at least one account for each Borrower Group subject to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agenta Control Agreement.

Cash Management Systems. (a) The Credit Parties Borrower shall, and shall cause each other Loan Party to, upon the request of the Administrative Agent, enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (a) any payroll account so long as promptly such payroll account is a zero balance account, (b) xxxxx cash accounts, amounts on deposit in which do not exceed $500,000 in the aggregate at any one time and (c) withholding tax and fiduciary accounts and any Segregated Governmental Account (such excluded accounts, “Excluded Accounts”)) as practicable of and after the Closing Date Effective Date. It is agreed and understood that the Loan Parties shall have until the date that is (and in any event within 90 a) ninety (90) days after following the Closing Date, or request for such longer period as Control Agreements by the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained such later date as may be agreed to by a depositary bank the Administrative Agent in its sole discretion) to comply with the United States provisions of America and this Section 5.10(a) with respect regard to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds Excluded Accounts) of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after Loan Parties existing on the date of such request and (b) ninety (90) days following the closing date of a Permitted Acquisition (or such later date as may be agreed to by the Administrative Agent in its receipt DMFIRM #406105327 v2 146 thereofsole discretion) to comply with the provisions of this Section 5.10(a) with regard to accounts (other than Excluded Accounts) acquired by the Loan Parties in connection with such Permitted Acquisition. Control Agreements shall permit Loan Parties to withdraw or otherwise dispose of funds deposited in or credited to any account that is subject to a Control Agreement until the Administrative Agent delivers to the applicable depository, all cash, checks, drafts securities intermediary or commodities intermediary a notice of exclusive control or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection)notice, and until they are so deposited to hold the Administrative Agent agrees that it shall not deliver any such payments notice unless, in trust for the benefit each case, an Event of the Collateral AgentDefault has occurred and is continuing.

Cash Management Systems. Each Credit Party shall enter into, and cause each depository to enter into, Control Agreements providing for “springing” cash dominion with respect to each Collection Account and each Concentration Account maintained by such Person (aother than any account that constitutes an Excluded Bank Account) The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days of or after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) . Each Credit Party shall use commercially reasonable efforts to enter into, and cause all their Customers on any and all Receivables of the Credit Parties from time each depository, securities intermediary or commodities intermediary to time included in the Borrowing Base to make all payments and remittances enter into, Control Agreements providing for “springing” cash dominion with respect to such Receivables into one each deposit, securities, commodity or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and similar account maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral Person (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be account that constitutes an Excluded Bank Account) that does not constitutes a Collection Account or a Concentration Account. With respect to accounts subject to clause “springing” Control Agreements, Agent and Lenders agree that the Agent shall only be authorized to deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by Agent as follows: (i) above)at any time that an Event of Default is continuing, to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection accountAgent may, and no Credit Party shall make any disbursements at the direction of Required Lenders shall, deliver such notices or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than instructions providing for exclusive control by the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances Agent with respect to any Receivables or all such accounts; and (ii) at any time that Excess Availability is below $20.0 million, the Agent may, in its sole discretion, deliver such notices or instructions providing for exclusive control by the Agent over the Collection Accounts, provided, that if Excess Availability falls below $20.0 million as a result of the imposition by Agent of a new or increased Reserve, then the Agent shall not deliver such notices or instructions unless such circumstance continues for the Designated Period. The Credit Parties shall not maintain cash or Cash Equivalents on deposit in any deposit account or securities account (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. The Credit Party from time Parties shall (i) cause all Collections received by them each day to time included be deposited in a Collection Account or a Concentration Account within two (2) Business Days following receipt and (ii) direct all Account Debtors to remit all payments directly to Collection Accounts or any associated lockboxes. If (x) the Agent has exercised its right to take exclusive control over the Collection Accounts pursuant to Section 4.11 while no Event of Default is continuing and (y) a Cash Management Restoration Event is continuing, the Agent shall use commercially reasonable efforts following the Borrower’s request therefor to (A) restore control of such Collection Accounts to the applicable Credit Parties (subject to the continuing rights of Agent to assert exclusive control in the Borrowing Base into one circumstances provided herein) and (B) so long as such control has not been restored to the applicable Credit Parties, instruct the depositaries in respect of the Collection Accounts for which the Agent has delivered notices of exclusive control pursuant to this Section 4.11, to transfer on a daily basis, all available amounts on deposit in such Collection Accounts to a Concentration Account that is subject to a Control Agreement. Notwithstanding the preceding sentence, the Agent shall not take any of the actions contemplated by clause (A) of the immediately preceding sentence on any date if control of the Collection Accounts has been restored to the applicable Credit Parties in accordance with the immediately preceding sentence two or more Collection Deposit Accounts or Collection Lockboxes in precisely times during the form in which they are received (but with any endorsements of twelve-month period ended on such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agentdate.

Cash Management Systems. (a) The Credit Parties Borrower shall, as promptly as practicable after and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below: Prior to the Closing Date (and in for so long as any event within 90 days after the Closing DateLoan or any other Obligation is outstanding, or such longer period as the Administrative Agent may agree to) Borrower shall deposit and at all times thereafter, (i) use commercially reasonable efforts shall cause its Subsidiaries to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three first Business Days Day after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with made in respect to any Receivables of any Credit Party from time and all Collateral into bank accounts in Borrower's name or such Subsidiary's name (collectively, the "Borrower Accounts") at banks set forth on Schedule 3.22. Prior to time included the Closing Date, Borrower shall have established a concentration account in Borrower's name (the Borrowing Base into one "Concentration Account") at LaSalle National Bank, which shall be designated as the Concentration Account bank on Schedule 3.22, in accordance with a blocked account agreement in form and substance satisfactory to Agent, in its sole discretion. Prior to the Closing Date, LaSalle National Bank, as Concentration Account bank, and all of the banks set forth on Schedule 3.22 with which Borrower or more Collection Deposit Accounts any Subsidiary thereof has any relationship other than as the holder of a deposit account, including by way of example any mortgage or Collection Lockboxes in precisely the form in which they are received other lending relationship (but with any endorsements of each such Credit Party necessary for deposit or collectionbank a "Relationship Bank"), and until they are so deposited to hold such payments in trust shall have entered into triparty blocked account agreements with Agent, for the benefit of itself and Lenders, and Borrower and/or each such Subsidiary, as applicable, in form and substance acceptable to Agent, which shall become operative prior to the Collateral Agent.Closing Date at LaSalle National Bank, as the bank where the Concentration Account is maintained, and all Relationship Banks at which Borrower Accounts are maintained. Borrower shall clearly designate each bank which is a Relationship Bank as such on Schedule 3.22. Each such blocked account agreement shall provide, among other things, that:

Cash Management Systems. Each Credit Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each deposit, securities, commodity or similar account maintained by such Credit Party (other than (a) The Credit Parties shallany payroll account so long as such payroll account is a zero balance account, (b) xxxxx cash accounts, amounts on deposit in which do not exceed $10,000 in the aggregate at any one time and (c) withholding tax and fiduciary accounts) as promptly as practicable of and after the Closing Date Date. With respect to collection accounts subject to “springing” Control Agreements, (y) unless and in until either (1) an Event of Default has occurred and is continuing, or (2) Availability falls below $1,000,000 for five consecutive Business Days at any event within 90 time during the first 89 days after following the Closing Date, or such longer period as (3) Availability falls below $3,600,000 for five consecutive days at any time on or after the Administrative 90th day following the Closing Date, Agent may agree to) and at all times thereaftershall not deliver to the relevant depository, (i) use commercially reasonable efforts to cause all their Customers on any and all Receivables of the Credit Parties from time to time included in the Borrowing Base to make all payments and remittances with respect to such Receivables into one securities, intermediary or more deposit accounts located with commodities intermediary a depositary bank in the United States of America (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States of America); provided that, in the case of payments or remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements notice or other direct payments therefrominstruction which provides for exclusive control over such account by Agent, and (ivz) deposit subject to the agreement of the relevant depository, securities, intermediary or cause commodities intermediary, exclusive control shall return to be deposited promptly“springing” cash dominion if Availability equals or exceeds $3,600,000 for 90 consecutive days so long as no Event of Default is otherwise continuing at such time. With respect to disbursement accounts subject to “springing” Control Agreements, unless and in any event no later than until an Event of Default has occurred and is continuing, Agent shall not deliver to the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereofrelevant depository, all cashsecurities, checks, drafts intermediary or commodities intermediary a notice or other similar items instruction which provides for exclusive control over such account by Agent. The Credit Parties shall not maintain cash on deposit in disbursement accounts in excess of payment received by it relating outstanding checks and wire transfers payable from such accounts and amounts necessary to or constituting meet minimum balance requirements. The Credit Parties shall establish lockboxes subject to Control Agreements and direct all Account Debtors to remit all payments or remittances with respect directly to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agentthose lockboxes.

Cash Management Systems. (a) The Each Credit Parties shallParty shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” dominion with respect to each of the accounts listed on Schedule 4.11 and each other deposit, securities, commodity or similar account maintained by such Person as promptly as practicable of or after the Closing Date into which the proceeds of Collateral are or may be deposited (other than (i) any payroll account so long as such payroll account is a zero balance account, (ii) withholding tax accounts, (iii) fiduciary accounts, (iv) disbursement accounts and (v) deposit accounts with an amount on deposit of (x) less than $1,000,000 at any time with respect to any particular deposit account and (y) less than $2,500,000 at any time in any event within 90 days after the Closing Dateaggregate for all such deposit accounts of either of the EINA Borrowers and their respective Subsidiaries or the EICA Borrowers and their respective Subsidiaries, or such longer period as the Administrative case may be). With respect to accounts subject to “springing” Control Agreements, unless and until an Event of Default has occurred and is continuing or a Trigger Event has occurred with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), Agent may agree to) shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over any applicable account by Agent. At any time following a Trigger Event with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), such Borrower Group shall not maintain cash on deposit in disbursement accounts in excess of outstanding checks and at all times thereafterwire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. In addition, (i) use commercially reasonable efforts to cause all following the occurrence and during the continuance of an Event of Default at Agent’s request, Credit Parties will enter into Control Agreements providing for “springing” cash dominion over their Customers on respective disbursement accounts and (ii) at any and all Receivables of time following a Trigger Event (unless a corresponding Trigger Reset Event has occurred with respect thereto), the Credit Parties shall not maintain cash on deposit in any disbursement account in excess of outstanding checks and wire transfers payable from time such disbursement account and amounts necessary to time included in the Borrowing Base meet minimum balance requirements. A “disbursement account” under this Section 4.11 refers to make all an account of a Credit Party from which payments are made and remittances with respect to such Receivables into one or more deposit accounts located with which is a depositary bank in the United States zero balance account and shall also include, for purposes of America clarity, account no. xxxxxxxxx (or into one or more lockboxes established and maintained by a depositary bank in the United States of America and any successor account thereto) with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the United States Bank of America); provided that, in N.A., as long as, unless Agent otherwise consents, such account has no more than $2,000,000 on deposit therein as of the case close of payments business on any Business Day. For purposes of clarification, any Credit Party may close any account or remittances with respect open new accounts at any time, as long as (i) the Borrower Representative provides prior written notice of its intention to Receivables owed close any account to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”)Agent, (ii) cause all proceeds of the Disposition of any ABL Priority Collateral concurrently with, or within five (other than any proceeds of any Disposition of Inventory in the ordinary course of business, which shall be subject to clause (i5) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date opening of its receipt DMFIRM #406105327 v2 146 thereofan account, all cash, checks, drafts or the applicable Credit Party satisfies the other similar items provisions of payment received by it relating to or constituting payments or remittances this Section 4.11 with respect thereto and (iii) there shall at all times be at least one account for each Borrower Group subject to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agenta Control Agreement.

Cash Management Systems. Each Loan Party shall enter into, and cause each depository to enter into, Control Agreements providing for “springing” cash dominion with respect to each Collection Account and each Concentration Account maintained by such Person (aother than any account that constitutes an Excluded Bank Account) The Credit Parties shall, as promptly as practicable of or after the Closing Date (and in any event within 90 days after the Closing Effective Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) . Each Loan Party shall use commercially reasonable efforts to enter into, and cause all their Customers on any and all Receivables of the Credit Parties from time each depository, securities intermediary or commodities intermediary to time included in the Borrowing Base to make all payments and remittances enter into, Control Agreements providing for “springing” cash dominion with respect to such Receivables into one each deposit, securities, commodity or more deposit accounts located with a depositary bank in the United States of America (or into one or more lockboxes established and similar account maintained by such Person (other than any account that constitutes an Excluded Bank Account) that does not constitute a depositary bank in Collection Account or a Concentration Account (and funds deposited into any such deposit, securities, commodity or similar account shall be swept on a daily basis into a Concentration Account). With respect to accounts subject to “springing” Control Agreements, the United States Administrative Agent and Lenders agree that the Administrative Agent shall only be authorized to deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by the Administrative Agent as follows: (i) at any time that an Event of America Default is continuing, the Administrative Agent may, and at the direction of Required Lenders shall, deliver such notices or instructions providing for exclusive control by the Administrative Agent with respect to which any or all such depositary bank retrieves accounts; and process all (ii) if a Trigger Event has occurred and is continuing, the Administrative Agent may, in its sole discretion, deliver such notices or instructions providing for exclusive control by the Administrative Agent over the Collection Accounts, provided, that if a Trigger Event occurs solely as a result of the imposition by the Administrative Agent of a new or increased Reserve at a time when no Default or Event of Default has occurred and is continuing, then the Administrative Agent shall not deliver such notices or instructions unless such circumstance continues for the Designated Period. The Loan Parties shall not maintain cash or Cash Equivalents on deposit in any deposit account or securities account (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and other evidences of payment so wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. The Loan Parties shall (i) cause all Collections received at such lockbox by them each day to be deposited in a Collection Account or a Concentration Account or, with respect to any STL Related Accounts, a Qualified Trust Account, within two (2) Business Days following receipt and deposits the same into one (ii) direct all Account Debtors to remit all payments either (A) directly to Collection Accounts or more deposit accounts located with it in the United States of America); provided that, any associated lockboxes or (B) in the case of payments STL Related Accounts, directly to a Qualified Trust Account or remittances with respect any associated lockbox. If (x) the Administrative Agent has exercised its right to Receivables owed take exclusive control over the Collection Accounts pursuant to any Discretionary Guarantorthis Section 5.11 while no Event of Default is continuing and (y) no Trigger Event is continuing, a depositary bank located the Administrative Agent shall use commercially reasonable efforts following the Borrower’s request therefor to (A) restore control of such Collection Accounts to the applicable Loan Parties (subject to the continuing rights of the Administrative Agent to assert exclusive control in the country or jurisdiction where circumstances provided herein) and (B) so long as such Discretionary Guarantor is organized or operates (or into one or more lockboxes established and maintained by a depositary bank located control has not been restored to the applicable Loan Parties, instruct the depositaries in the country or jurisdiction where such Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as the “Collection Deposit Accounts” and such lockboxes being referred to as the “Collection Lockboxes”), (ii) cause all proceeds of the Disposition Collection Accounts for which the Administrative Agent has delivered notices of any ABL Priority Collateral (other than any proceeds of any Disposition of Inventory exclusive control pursuant to this Section 5.11, to transfer on a daily basis, all available amounts on deposit in the ordinary course of business, which shall be such Collection Accounts to a Concentration Account that is subject to clause (i) above), to be deposited directly into a Collection Deposit Account or the Concentration Deposit Account, (iii) cause each Collection Deposit Account and the Concentration Deposit Account at all times to be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (iv) deposit or cause to be deposited promptly, and in any event no later than the three Business Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all cash, checks, drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Credit Party necessary for deposit or collection), and until they are so deposited to hold such payments in trust for the benefit of the Collateral Agent.Control Agreement. 102