Common use of Collection of Accounts; Payments Clause in Contracts

Collection of Accounts; Payments. (a) Effective on the Closing Date the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) with the Collateral Agent into which all Account collections and other proceeds of Revolving Facility First Lien Collateral will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall have the right to apply funds on deposit in or credited to the Primary Payment Account to any outstanding Revolving Loans and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Effective on Within 120 days after the Closing Date the Loan Parties shall Date, establish a Payment Account (the “Primary Payment Account”) with subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and the Loan Parties Borrowers hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in . In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Parties will have exclusive right Documents and to make withdrawals otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited to collections received into the Primary Payment Account to any the outstanding Revolving Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties Account nor shall not any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan PartiesBorrowers. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. Borrowers shall maintain at all times Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent and, in the case of any such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall obtain a deposit account control agreement (ain form and substance satisfactory to Agent) Effective on from each lockbox servicer and Dominion Account bank that maintains a Deposit Account of each Borrower, establishing Agent’s control over and Lien in the Closing Date lockbox and any such Dominion Account, requiring immediate deposit of all remittances received in the Loan Parties lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. All funds in each Dominion Account shall establish be immediately transferred to a Payment Account controlled account designated by Borrowers (the “"Primary Payment Account”") and shall be applied to the Obligations at the beginning of the next Business Day in accordance with the Collateral Agent into which all Account collections and other proceeds of Revolving Facility First Lien Collateral will be deposited (Section 2.10 and the Loan Parties shall promptly transfer DIP Financing Orders. Agent and Lenders assume no responsibility to the Primary Payment Account Borrowers for any such collections lockbox arrangement or proceeds on deposit in Dominion Account, including any claim of accord and satisfaction or credited release with respect to any other Payment Account or other account, or received directly Items accepted by any Loan Partybank. Borrowers shall request in writing and otherwise take commercially reasonable steps to ensure that all payments on Accounts or otherwise relating to ABL Priority Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary . If a Borrower receives cash or Payment Account; provided, however, that, in the absence of an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall have the right to apply funds on deposit in or credited to the Primary Payment Account Items with respect to any outstanding Revolving Loans and the Borrowers shall have the rightABL Priority Collateral, or, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Event, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment AccountIntercreditor Agreements, any other Payment Collateral, it shall hold same in trust for the Pre-Petition Agent and Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. For avoidance of doubt, no Dominion Account or deposit account with shall constitute an Exempt Deposit Account. To expedite collection, Borrowers shall endeavor in the Collateral first instance to make collection of Borrowers’ Accounts. Agent retains the right at all times during the continuance of an Event of Default to notify Account Debtors of each Borrower that Accounts have been assigned to Agent and to collect Accounts directly in its own name and to charge to Borrowers the collection costs and expenses incurred by Agent or as to any other matters relating to the foregoing includesLenders, without limitation, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented to such accounts for paymentincluding reasonable attorneys’ fees.

Collection of Accounts; Payments. (a) Effective on The Borrower shall maintain lock-box accounts and other lock-box arrangements reasonably satisfactory to the Closing Date Agent with such banks as are reasonably acceptable to the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) with the Collateral Agent into to which all Account collections and other proceeds of Revolving Facility First Lien Collateral will Debtors shall be deposited (and the Loan Parties shall promptly transfer instructed to the Primary Payment Account any make payments on Accounts. If, notwithstanding such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Eventinstructions, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Borrower receives any payments with respect to Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall have the right to apply funds on deposit in or credited to the Primary Payment Account to any outstanding Revolving Loans and the Borrowers shall have the rightor, subject to the terms of the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and conditions other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the aggregate at any one time), whether in the form of this Agreementcash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering EventAccounts, referred to herein as "Payments"), the Loan Parties shall Borrower will, at its own cost and expense, cause all such Payments to be deposited not be entitled less often than daily in one of the lock-box accounts referred to present items drawn on above or otherwise to withdraw or direct the dispositions of funds from the Primary in a Payment Account. The Loan Parties All funds in such lock-box accounts shall not be entitled transferred on each Business Day to close one or more concentration accounts designated by the Primary Payment Account until all obligations under this Agreement are paid Agent with a bank reasonably acceptable to the Agent. Each bank requested by the Agent at which a lock-box account is maintained and performed each bank at which a concentration account referred to in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Partyimmediately preceding sentence is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Collateral Agent, as the Agent shall be entitledrequest with respect to such accounts, during an Accounts Availability Triggering Event, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includesincluding, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that all funds deposited into such account shall be transferred directly to the Agent on a daily basis. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, notify Account Debtors that the Accounts Availability Triggering Eventhave been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the power Borrower, at the Agent's request, shall execute and deliver to give stop payment orders for the Agent such documents as the Agent requires to grant the Agent access to any items being presented to such accounts for paymentpost office box in which collections of Accounts are received.

Collection of Accounts; Payments. (a) Effective on the Closing Date the (x) The U.S. Borrower shall, and shall cause each U.S. Subsidiary Loan Parties shall establish a Party to, maintain each Payment Account (the “Primary U.S. Payment AccountAccounts”) with (other than any Excluded Account) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the U.S. Loan Parties, will be deposited deposited, (y) the Canadian Borrower shall, and shall cause each Canadian Subsidiary Loan Party to, maintain each Payment Account (the Loan Parties shall promptly transfer “Canadian Payments Accounts”) (other than any Excluded Account) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Primary Payment Administrative Agent, into which all Account any such collections or and proceeds on deposit of Revolving Facility Senior Collateral (as defined in or credited to any other Payment Account or other account, or received directly by any Loan Partythe Senior Lender Intercreditor Agreement), in each case with respect to the Canadian Loan Parties, will be deposited, and (z) the Loan Parties hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary such Payment Account; provided, however, that, in Accounts. In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Loan Parties Borrowers will have exclusive right be entitled to make withdrawals from direct the Primary application of funds in each such Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from such Payment Account; provided that all funds withdrawn from such Payment Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited collections received into the U.S. Payment Accounts and Canadian Payment Accounts to the Primary Payment Account to any outstanding U.S. Loans and Canadian Revolving Loans Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Accounts nor shall any Loan Parties shall not Party be entitled to close the Primary any Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment AccountAccounts, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Effective on Within 120 days after the Closing Date the Loan Parties shall Date, establish a Payment Account (the “Primary Payment Account”) with subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and the Loan Parties Borrowers hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in . In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Parties will have exclusive right Documents and to make withdrawals otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited to collections received into the Primary Payment Account to any the outstanding Revolving Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties Account nor shall not any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan PartiesBorrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Effective on the Closing Date the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) with the Collateral Agent into which all Account collections and other proceeds of Revolving Facility First Lien Collateral will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from control over the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall have the right to apply funds on deposit in or credited to collections received into the Primary Payment Account to any the outstanding Revolving Loans and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties Account nor shall not they be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering EventEvent of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Effective on The Borrower shall maintain lock-box accounts and other lock-box arrangements reasonably satisfactory to the Closing Date Agent with such banks as are reasonably acceptable to the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) with the Collateral Agent into to which all Account collections and other proceeds of Revolving Facility First Lien Collateral will Debtors shall be deposited (and the Loan Parties shall promptly transfer instructed to the Primary Payment Account any make payments on Accounts. If, notwithstanding such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party), and the Loan Parties hereby agree that, during an Accounts Availability Triggering Eventinstructions, the Collateral Agent will have exclusive control over the Primary Payment Account; provided, however, that, in the absence of an Borrower receives any payments with respect to Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals from the Primary Payment Account. During an Accounts Availability Triggering Event, the Agents shall have the right to apply funds on deposit in or credited to the Primary Payment Account to any outstanding Revolving Loans and the Borrowers shall have the rightor, subject to the terms of the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and conditions other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the aggregate at any one time), whether in the form of this Agreementcash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering EventAccounts, referred to herein as "Payments"), the Loan Parties shall Borrower will, at its own cost and expense, cause all such Payments to be deposited not be entitled less often than daily in one of the lock-box accounts referred to present items drawn on above or otherwise to withdraw or direct the dispositions of funds from the Primary in a Payment Account. The Loan Parties All funds in such lock-box accounts shall not be entitled transferred on each Business Day to close one or more concentration accounts designated by the Primary Payment Account until all obligations under this Agreement are paid Agent with a bank reasonably acceptable to the Agent. Each bank requested by the Agent at which a lock-box account is maintained and performed each bank at which a concentration account referred to in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Partyimmediately preceding sentence is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Collateral Agent, as the Agent shall be entitledrequest with respect to such accounts, during an Accounts Availability Triggering Event, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includesincluding, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that all funds deposited into such account shall be transferred directly to the Agent on a daily basis. The Agent or the Agent's designee may, at any time after the occurrence and during the continuance of a Default or an Event of Default, notify Account Debtors that the Accounts Availability Triggering Eventhave been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the power Borrower, at the Agent's request, shall execute and deliver to give stop payment orders for the Agent such documents as the Agent requires to grant the Agent access to any items being presented to such accounts for paymentpost office box in which collections of Accounts are received.

Collection of Accounts; Payments. (a) Effective on the Closing Date the Loan Parties shall establish The Borrowers have established a Payment Account lock-box service and lock-box accounts (the “Primary Payment Account”"Lock-Box Accounts") with for collections of Accounts. Each Lock-Box Account shall be established at a bank (each such bank, a "Lock-Box Bank") reasonably acceptable to the Collateral Agent into and pursuant to documentation reasonably acceptable to the Collateral Agent which directs the Lock-Box Bank to transfer all collected funds in the Lock-Box Account to the Concentration Account. The Borrowers shall not establish any new Lock-Box Accounts without prior notice to the Collateral Agent, and any such new Lock-Box Account shall be subject to an agreement reasonably satisfactory to the Collateral Agent directing the Lock-Box Bank to transfer all collected funds in such Lock-Box Account to the Concentration Account. The applicable Borrower shall instruct all Account collections and other Debtors to make all payments directly to the address or addresses established for such service. If, notwithstanding such instructions, a Borrower receives any proceeds of Revolving Facility First Lien Accounts, it shall receive such payments as the Collateral will be deposited (Agent's and the Loan Parties Lenders' trustee, and shall promptly transfer immediately deliver such payments to the Primary Payment Collateral Agent in their original form duly endorsed in blank or deposit them into a Lock-Box Account established for such Borrower or into the Concentration Account. All collections received in any such collections Lock-Box Account or proceeds on deposit directly by a Borrower, the Collateral Agent or any Lender, and all funds in or credited to any other Payment Account or other accountaccount to which such collections are deposited, shall be subject to a security interest in favor of the Collateral Agent. The Borrowers have established an account with Bank of America (Acct. # 00000-00000) into which all collected funds from each Lock-Box Account are directed to be deposited (the "Concentration Account"). On or received directly by any Loan Party)before the Closing Date, the Borrowers, Bank of America and the Loan Parties hereby agree that, during an Accounts Availability Triggering Event, the Collateral Agent will shall have exclusive control over the Primary Payment Account; provided, however, thatentered into a tri-party blocked account agreement, in form and substance satisfactory to the absence Collateral Agent, providing, among other things, that (i) all items of payment deposited in the Concentration Account are subject to a security interest in favor of the Collateral Agent, for the benefit of itself and the Lenders, and (ii) from and after the date that Bank of America shall receive a notice (an Accounts Availability Triggering Event, the Loan Parties will have exclusive right to make withdrawals "Activation Notice") from the Primary Payment Account. During Collateral Agent, which Activation Notice may be given by the Collateral Agent at any time at which (and shall be given by the Collateral Agent at the request of the Majority Lenders at any time at which) (x) a Default or Event of Default is outstanding or (y) Borrowing Base Availability is less than $40,000,000 (any of the foregoing being referred to as an Accounts Availability Triggering "Activation Event"), until the Agents receipt by Bank of America of a "De-Activation Notice" (as hereinafter defined), Bank of America shall have forward all amounts received in the right to apply funds on deposit in or credited to the Primary Payment Concentration Account to any outstanding Revolving Loans and or at the direction of the Collateral Agent on a daily basis. Upon the request of the Borrowers shall have at a time when no Activation Event exists and upon the right, subject to direction of the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties shall not be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured PartyMajority Lenders, the Collateral Agent shall be entitledgive Bank of America notice (a "De-Activation Notice") that it may, during an Accounts Availability Triggering Eventuntil receipt of a subsequent Activation Notice, for purposes of this Agreement to give instructions as to send amounts in the withdrawal or disposition of funds from time to time credited to any deposit account with Concentration Account at the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any direction of the forgoing without further consent of the Loan PartiesBorrowers. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition giving of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with a De-Activation Notice shall not preclude the Collateral Agent or as to any other matters relating to from giving a subsequent Activation Notice. A period from the foregoing includesgiving of an Activation Notice until the giving of a De-Activation Notice, without limitationif any, during an Accounts Availability Triggering Event, the power to give stop payment orders for any items being presented with respect to such accounts for paymentActivation Notice is referred to herein as an "Activation Period".

Collection of Accounts; Payments. (a) Effective on Within 120 days after the Closing Date the Loan Parties shall Date, establish a Payment Account (the “Primary Payment Account”) with subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and the Loan Parties Borrowers hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in . In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Parties will have exclusive right Documents and to make withdrawals otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $25,000,000 at any one time; provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $75 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited to collections received into the Primary Payment Account to any the outstanding Revolving Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties Account nor shall not any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan PartiesBorrowers. The Collateral 104 Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) Effective on Within 120 days after the Closing Date the Loan Parties shall Date, establish a Payment Account (the “Primary Payment Account”) with subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and the Loan Parties Borrowers hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in . In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Parties will have exclusive right Documents and to make withdrawals otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited to collections received into the Primary Payment Account to any the outstanding Revolving Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and Amended and Restated Revolving Credit Agreement conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account. The Loan Parties Account nor shall not any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Loan PartiesBorrowers. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.

Collection of Accounts; Payments. (a) (x) The U.S. Borrower shall, and shall cause each U.S. Subsidiary Loan Party to, maintain the Payment Account (the “U.S. Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the U.S. Loan Parties, will be deposited, (y) within 45 days after the Canadian Effective on Date or such later time as the Closing Date Administrative Agent shall agree, the Canadian Borrower shall, and shall cause each Canadian Subsidiary Loan Parties shall Party to, establish a Payment Account (the “Canadian Primary Payment Account”; and each of the U.S. Primary Payment Account and the Canadian Primary Payment Account, a “Primary Payment Account”) with subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Collateral Agent Administrative Agent, into which all Account collections and other proceeds of Revolving Facility First Lien Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the Canadian Loan Parties, will be deposited (and the Loan Parties shall promptly transfer to the Primary Payment Account any such collections or proceeds on deposit in or credited to any other Payment Account or other account, or received directly by any Loan Party)deposited, and (z) the Loan Parties hereby agree that, during if an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in Accounts. In the absence of an Accounts Availability Triggering EventEvent or Specified Default, the Borrowers will be entitled to direct the application of funds in the applicable Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Parties will have exclusive right Documents and to make withdrawals otherwise withdraw funds from such Primary Payment Account; provided that all funds withdrawn from the Primary Payment Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. During If an Accounts Availability Triggering EventEvent or Specified Default has occurred and is continuing, (i) the Agents Collateral Agent shall have the right to apply funds on deposit in or credited to collections received into the U.S. Primary Payment Account and Canadian Primary Payment Account to any the outstanding U.S. Loans and Canadian Revolving Loans Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Accounts Availability Triggering Event, and (ii) the Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the applicable Primary Payment Account. The Account nor shall any Loan Parties shall not Party be entitled to close the any Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during an Accounts Availability Triggering Eventthe continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment AccountAccounts, or as to any other matters relating to any of the forgoing without further consent of the Loan Parties. The Collateral Agent’s power under this Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment AccountAccounts, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Accounts Availability Triggering EventEvent of Default, the power to give stop payment orders for any items being presented to such accounts for payment.