Common use of Establishment of a Lockbox Account, Dominion Account Clause in Contracts

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties into (A) with respect to Xxxxxxx, solely during the one hundred twenty (120) day period (or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Accounts”), (B) a collection account established at a bank or banks pursuant to an arrangement with such bank as may be selected by Borrower and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Account. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrower and each of its Subsidiaries into (A) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period other “blocked account” (“Blocked Accounts”) as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Accounts”), (B) a collection account established at a bank or banks require pursuant to an arrangement agreement (“Blocked Account Agreement”) with such bank as may be selected by Borrower and each of its Subsidiaries and be reasonably acceptable to Agent which is subject Agent, including Mellon Bank, N.A., Bank of America, N.A. and SunTrust Bank, N.A., provided that the Borrower shall not be required to enter into a deposit Blocked Account Agreement with respect to its investment account control agreement at Fleet National Bank unless otherwise requested in form writing by the Agent. Borrower and substance reasonably satisfactory each of its Subsidiaries shall issue to Agent in its Permitted Discretion any such bank, an irrevocable letter of instruction directing such said bank to transfer, no less frequently than weekly, transfer such funds so deposited to Agent, either to any account maintained by Agent at such said bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cappropriate account(s) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Blocked Accounts shall be applied immediately become the property of Agent and Borrower and each of its Subsidiaries shall obtain the agreement by such bank to waive any offset rights against the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Borrower or the applicable Subsidiary shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Account Bank thereunderAccounts. All costs and expenses of opening and maintaining the Blocked Accounts (and any Depository Accounts) shall be borne by Borrower. Notwithstanding the foregoing, the definition of “Blocked Accounts” shall not include any account with a balance at all times of less than $25,000 during any consecutive thirty (30) day period.

Establishment of a Lockbox Account, Dominion Account. As of the date hereof the Parent, each Subsidiary and the Secured Party shall have established or designated all of the Company’s and each Subsidiaries bank accounts as (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties into (A) with respect to Xxxxxxxa depository account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the other “Xxxxxxx Collection Accounts”), (B) a collection account blocked account” established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as well as a (ii) lock box account (collectively the depository account, dominion account and the lock box account shall be referred to as “Blocked Accounts”) or such other account as may be selected by Borrower and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit account and/or lock box, as applicable, together with the proceeds thereof, all goods represented by such proceeds (Accounts and all such accounts goods that may be returned by the Company’s and each Subsidiaries customers, and all proceeds of any insurance thereon, and all guarantees, securities and liens which the Company and each Subsidiary may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company and each Subsidiary represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the foregoing clauses (A) - (C) ordinary course of business into any accounts other than the “Collection Deposit and/or the Lockbox Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period , as Agent may agree to) after the Closing Date, Xxxxxxx, Agent applicable The parties hereto and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion Secured Party directing such bank Blocked Account Bank, upon notification by the Secured Party of an Event of Default as defined herein, to transfer, no less frequently than weekly, transfer such funds so deposited to Agentinto the Blocked Accounts, either to any account maintained by Agent the Secured Party at such bank said Blocked Account Bank or by wire transfer to appropriate account(s) the Collection Account Secured Party directs and providing the Secured Party such control over the Blocked Accounts until the earlier of Borrower maintained with PNCthe Event of Default being cured or repayment of the Obligations. All Upon an Event of Default all funds deposited in the Collection such Blocked Accounts shall immediately become the property of Agent. All funds deposited in the Secured Party and the parties hereto shall obtain the agreement by such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Account. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunderto waive any offset rights against the funds so deposited.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties each Loan Party into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree toother "blocked account" ("Blocked Accounts") following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Accounts”), (B) a collection account established at a bank or banks (each such bank, a "Blocked Account Bank") pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower the applicable Loan Party and be reasonably acceptable to Administrative Agent. The applicable Loan Party, Collateral Agent which is subject to and each Blocked Account Bank shall enter into a deposit account control agreement (each, a "Deposit Account Control Agreement") in form and substance reasonably satisfactory to Agent in its Permitted Discretion Agents directing such bank Blocked Account Bank to transfer, no less frequently than weekly, transfer such funds so deposited to Administrative Agent, either to any account maintained by Administrative Agent at such bank said Blocked Account Bank or by wire transfer to the Collection Account appropriate account(s) of Borrower maintained with PNC or (C) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Administrative Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection such Blocked Accounts shall immediately become the property of Agent. All Collateral Agent and the applicable Loan Party shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent Agents nor any other Lender Party assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Administrative Agent shall apply all funds received by it from the Blocked Accounts and/or Deposit Accounts to the satisfaction of the Obligations (including the cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 2.12 hereof) in such order as Administrative Agent shall determine in its sole discretion, subject to Borrowers' ability to re-borrow Revolving Loans in accordance with the terms hereof. All deposit accounts and investment accounts of the Borrowers and their Subsidiaries and the other Loan Parties are set forth on Schedule 6.19(h). No Loan Party shall open any new deposit account, securities account or investment account with a bank, depository institution or securities intermediary other than Administrative Agent and other than Excluded Accounts unless (i) the Loan Parties shall have obtained the prior written approval of Agents and (ii) if required by any Agent in its Permitted Discretion, such bank, depository institution or securities intermediary, each applicable Loan Party and Collateral Agent shall first have entered into an account control agreement in form and substance satisfactory to Agents sufficient to give Collateral Agent "control" (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of the ABL Priority Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to or (ii) depository accounts (“Depository Accounts”) established at a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC banks for the deposit of such proceeds (all each such accounts in the foregoing clauses bank, a “Depository Account Bank”) or (A) - (Ciii) the “Collection Accounts”)Cash Collateral Account. On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank or Depository Account Bank, as applicable, shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank Blocked Account Bank or Depository Account Bank, as applicable, to transfer, no less frequently than weekly, transfer at the close of each Business Day such funds so deposited to Agentthe Cash Collateral Account. As between Borrowers on the one hand and Agent on the other (and without derogation of any rights (if any) of any third parties including the Term Debt Creditors as between Borrowers on the one hand and such third parties on the other, either to any account maintained by or as between Agent at and/or Lenders on the one hand and such bank or by wire transfer to third parties on the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIIIother), Borrower may requestBorrowing Agent shall obtain the agreement by such Blocked Account Bank or Depository Account Bank, in accordance with Sections 2.2 and 2.3as applicable, that to waive any such offset rights against the funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank or Depository Account Bank thereunder. All funds in the Cash Collateral Account shall be retained in such account until the earliest of (x) the Borrowers request that the account bank release such funds; provided, that, any such release of funds (i) shall not be permitted (and the Borrowers shall not be permitted to request such release) so long as a Default or Event of Default shall have occurred and be continuing and (ii) shall constitute a representation and warranty by each Borrower that as of the date of such release the conditions contained in Section 8.2 have been satisfied (and Borrowing Agent shall provide evidence as to such satisfaction promptly after Agent’s request therefor), (y) the determination by Agent to apply any portion of the proceeds on deposit in such account to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds first to the prepayment of the principal amount of the Revolving Advances and the Swing Loans in accordance with the provisions of Section 2.20(e) and (z) upon the occurrence of any Event of Default under Section 10.7 or 10.8 of this Agreement, all funds on deposit in such account shall, without any notice or action on the part of Agent, be applied to prepay the Obligations. Notwithstanding anything to the contrary provided for in this Agreement, (i) no later than two (2) Business Days following the Closing Date, Borrowers shall give all Account Debtors that remit payments and collections on Receivables by wire transfer, ACH or other electronic transactions notice to remit such payments and collections to the Blocked Account Bank or Depository Account Bank, as applicable, and (ii) promptly upon notice to Borrowers from the Blocked Account Bank that the lockbox services for the collection account(s) of Borrowers established with such Blocked Account Bank are fully operational, Borrowers shall give all Account Debtors that remit payments and collections other than by wire transfer, ACH or other electronic transactions to remit such payments and collections to such lockboxes.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds proceeds, or (all such accounts iii) subject to the restrictions contained in Section 7.23, the foregoing clauses (A) - (C) the “Collection Other Deposit Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in its Permitted Discretion directing the Blocked Accounts and Depository Accounts (any such bank instructions, an “Activation Notice”) to transferAgent on a daily basis, no less frequently than weeklyand (ii) Agent may direct Borrowers to direct, such and Borrowers shall so direct, the disposition of funds so deposited to Agentin the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at such bank PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Collection Account Obligations, and, if an Event of Borrower maintained Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with PNCSection 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Collection Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent. All funds deposited in such Collection Accounts shall be applied to , for its own benefit and the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess ratable benefit of the outstanding Obligations be remitted Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account 107 Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Eighth Amendment Closing Date are set forth on Schedule 4.15(h). Borrowers shall furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8 and in connection with the closing of any Permitted Acquisition, any updates to Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following other “blocked account” (such accounts, together with the Closing DatePrivate Bank Account, defined below, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account Bank (which Trigger Notice may be delivered at any time (x) on or after any date on which Borrowers’ Undrawn Availability is less than $16,000,000 (increasing to $18,000,000 upon the earlier to occur of (1) disbursement after the Fifth Amendment Closing Date of Revolving Advances of at least $15,000,000 in its Permitted Discretion directing the aggregate and (2) October 31, 2016) or (y) upon or after the occurrence and during the continuance of a Default or Event of Default), such bank to transfer, no less frequently than weekly, Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at such bank said Blocked Account Bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cappropriate account(s) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountorder determined by Agent. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of the ABL Priority Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (including, if applicable, PNC) (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank Blocked Account Bank to transfer, no less frequently than weekly, transfer such funds so deposited to Agent, either to any account maintained by Agent at such bank said Blocked Account Bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cappropriate account(s) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in As between Borrowers on the one hand and Agent on the other (and without derogation of any rights (if any) of any third parties including the Term Debt Creditors as between Borrowers on the one hand and such Collection Accounts shall be applied to third parties on the outstanding Obligations in other, or as between Agent and/or Lenders on the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIIIone hand and such third parties on the other), Borrower may request, in accordance with Sections 2.2 and 2.3, that Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any such offset rights against the funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds first to the prepayment of the principal amount of the Revolving Advances and the Swing Loans in accordance with the provisions of Section 2.20(e). Notwithstanding anything to the contrary provided for in this Agreement, (i) no later than two (2) Business Days following the Closing Date, Borrowers shall give all Account Debtors that remit payments and collections on Receivables by wire transfer, ACH or other electronic transactions notice to remit such payments and collections to the collection account(s) of Borrowers established with Agent, (ii) promptly upon notice to Borrowers from Agent that the lockbox services for the collection account(s) of Borrowers established with Agent are fully operational, Borrowers shall give all Account Debtors that remit payments and collections other than by wire transfer, ACH or other electronic transactions to remit such payments and collections to such lockboxes and (iii) within forty-five (45) days after the Closing Date, Borrowers shall cause all collections and lockbox accounts and all other material deposit accounts with any banks or financial institutions other than Agent to be closed and shall comply fully with the provisions of Section 4.15(d) hereof.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds proceeds, or (all such accounts iii) subject to the restrictions contained in Section 7.23, the foregoing clauses (A) - (C) the “Collection Other Deposit Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in its Permitted Discretion directing the Blocked Accounts and Depository Accounts (any such bank instructions, an “Activation Notice”) to transferAgent on a daily basis, no less frequently than weeklyand (ii) Agent may direct Borrowers to direct, such and Borrowers shall so direct, the disposition of funds so deposited to Agentin the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at such bank PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Collection Account Obligations, and, if an Event of Borrower maintained Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with PNCSection 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Collection Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent. All funds deposited in such Collection Accounts shall be applied to , for its own benefit and the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess ratable benefit of the outstanding Obligations be remitted Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds proceeds, or (all such accounts iii) subject to the restrictions contained in Section 7.23, the foregoing clauses (A) - (C) the “Collection Other Deposit Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in its Permitted Discretion directing the Blocked Accounts and Depository Accounts (any such bank instructions, an “Activation Notice”) to transferAgent on a daily basis, no less frequently than weeklyand (ii) Agent may direct Borrowers to direct, such and Borrowers shall so direct, the disposition of funds so deposited to Agentin the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at such bank PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 104 the Collection Account Obligations, and, if an Event of Borrower maintained Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with PNCSection 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Collection Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent. All funds deposited in such Collection Accounts shall be applied to , for its own benefit and the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess ratable benefit of the outstanding Obligations be remitted Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All payments of Receivables and other proceeds of Collateral (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers directly into (A) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period other “blocked account” (“Blocked Accounts”) as Administrative Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Accounts”), (B) a collection account established at a bank or banks require pursuant to an arrangement with such bank as may be selected by Borrower Borrowers and be reasonably acceptable to Administrative Agent which is subject and (ii) may be transferred from a Blocked Account and deposited into a Permitted Operating Account and no other account; provided however, that notwithstanding the foregoing, following any Event of Default, all proceeds of Collateral shall be deposited only in Blocked Accounts. Borrowers shall issue to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing any such bank with Blocked Accounts, an irrevocable letter of instruction directing said bank to transfer, no less frequently than weekly, transfer such funds so deposited to AgentAdministrative Agent daily upon receipt of notice from Administrative Agent that an Event of Default has occurred, either to any account maintained by Administrative Agent at such said bank or by wire transfer to appropriate account(s) of Administrative Agent; provided, further, however, that all payments of receivables and other proceeds of Collateral in an aggregate amount not in excess of U.S. $1,000,000 held in accounts located outside of the Collection Account United States of Borrower maintained with PNC or America (C“Foreign Accounts”) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in shall not be subject to the foregoing clauses (Ai) - and (Cii) of this Section 4.15(h) and Borrowers shall not permit the “Collection Accounts”)aggregate amount of all payments of Receivables and other proceeds of Collateral held in Foreign Accounts which are not Blocked Accounts to exceed U.S. $1,000,000 at any time. On Unless otherwise agreed by the Required Lenders, Administrative Agent shall send such notice following an Event of Default or before at any time following the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after request of the Closing DateRequired Lenders during the continuance of an Event of Default; provided, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transferthat, no less frequently than weekly, such funds so deposited to Agent, either reasonable delay on the part of the Administrative Agent shall subject the Administrative Agent to any account maintained by Agent at such bank or by wire transfer to liability hereunder. Upon the Collection Account occurrence of Borrower maintained with PNC. All any Event of Default, all funds deposited in the Collection Accounts such Blocked Account shall immediately become the property of Administrative Agent. All , and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Administrative Agent nor any Lender assumes any responsibility for such collection account Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Administrative Agent may establish depository accounts (“Depository Accounts”) in the name of Administrative Agent at a bank or banks for the deposit of such funds and Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Administrative Agent in lieu of depositing same to the Blocked Account Bank thereunderAccounts.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds proceeds, or (all such accounts iii) subject to the restrictions contained in Section 7.23, the foregoing clauses (A) - (C) the “Collection Other Deposit Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in its Permitted Discretion directing the Blocked Accounts and Depository Accounts (any such bank instructions, an “Activation Notice”) to transferAgent on a daily basis, no less frequently than weeklyand (ii) Agent may direct Borrowers to direct, such and Borrowers shall so direct, the disposition of funds so deposited to Agentin the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at such bank PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Collection Account Obligations, and, if an Event of Borrower maintained Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with PNCSection 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Collection Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent. All funds deposited in such Collection Accounts shall be applied to , for its own benefit and the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess ratable benefit of the outstanding Obligations be remitted Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”)proceeds. On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank Blocked Account Bank to transfer, no less frequently than weekly, transfer such funds so deposited to Agent, either (i) to any account maintained by Agent at such bank or said Blocked Account Bank, (ii) by wire transfer to appropriate account(s) of Agent or (iii) with respect to the Collection Foreign Blocked Accounts, in accordance with the instructions given by Agent to such Blocked Account Bank following the delivery of any revocation notice; provided that, with respect to any Foreign Blocked Accounts, prior to the occurrence of an Event of Default, the respective Borrower maintained with PNC. All may, from time to time, transfer funds deposited from a Foreign Blocked Account (into which collections of Receivables are directed to be paid) to an operating account at the same bank (which, to the extent practicable in the Collection Accounts respective jurisdiction, shall immediately become also constitute a Blocked Account), and utilize such funds for general operating needs and for loans and investments to the property extent permitted under this Agreement, and deliver to Agent an accounting thereof no less frequently then on a monthly basis. Agent reserves the right, however, to notify the respective bank with respect to any Blocked Account, at any time, that funds may only be transferred thereafter from the collection account to the operating account with the written approval of Agent. All funds deposited in such Collection Blocked Accounts shall be applied immediately become the property of Agent (except as otherwise provided in agreements entered into by Agent with respect to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess Blocked Accounts located outside of the outstanding Obligations be remitted United States) and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. As of the date hereof the Parent, each Subsidiary and the Secured Party shall have established or designated all of the Company’s and each Subsidiaries bank accounts as (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties into (A) with respect to Xxxxxxxa depository account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the other “Xxxxxxx Collection Accounts”), (B) a collection account blocked account” established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as well as a (ii) lock box account (collectively the depository account, dominion account and the lock box account shall be referred to as “Blocked Accounts”) or such other account as may be selected by Borrower and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit Account and/or lock box, as applicable, together with the proceeds thereof, all goods represented by such proceeds (Accounts and all such accounts goods that may be returned by the Company’s and each Subsidiaries customers, and all proceeds of any insurance thereon, and all guarantees, securities and liens which the Company and each Subsidiary may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company and each Subsidiary represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the foregoing clauses (A) - (C) ordinary course of business into any accounts other than the “Collection Deposit and/or the Lockbox Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period , as Agent may agree to) after the Closing Date, Xxxxxxx, Agent applicable The parties hereto and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion Secured Party directing such bank Blocked Account Bank, upon notification by the Secured Party of an Event of Default as defined herein, to transfer, no less frequently than weekly, transfer such funds so deposited to Agentinto the Blocked Accounts, either to any account maintained by Agent the Secured Party at such bank said Blocked Account Bank or by wire transfer to appropriate account(s) the Collection Account Secured Party directs and providing the Secured Party such control over the Blocked Accounts until the earlier of Borrower maintained with PNCthe Event of Default being cured or repayment of the Obligations. All Upon an Event of Default all funds deposited in the Collection such Blocked Accounts shall immediately become the property of Agent. All funds deposited in the Secured Party and the parties hereto shall obtain the agreement by such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Account. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunderto waive any offset rights against the funds so deposited.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of the ABL Priority Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to or (ii) depository accounts (“Depository Accounts”) established at a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC banks for the deposit of such proceeds (all each such accounts in the foregoing clauses bank, a “Depository Account Bank”) or (A) - (Ciii) the “Collection Accounts”)Cash Collateral Account. On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank or Depository Account Bank, as applicable, shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank Blocked Account Bank or Depository Account Bank, as applicable, to transfer, no less frequently than weekly, transfer at the close of each Business Day such funds so deposited to Agentthe Cash Collateral Account. As between Borrowers on the one hand and Agent on the other (and without derogation of any rights (if any) of any third parties including the Term Debt Creditors as between Borrowers on the one hand and such third parties on the other, either to any account maintained by or as between Agent at and/or Lenders on the one hand and such bank or by wire transfer to third parties on the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIIIother), Borrower may requestBorrowing Agent shall obtain the agreement by such Blocked Account Bank or Depository Account Bank, in accordance with Sections 2.2 and 2.3as applicable, that to waive any such offset rights against the funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank or Depository Account Bank thereunder. All funds in the Cash Collateral Account shall be retained in such account until the earliest of (x) the Borrowers request that the account bank release such funds; provided, that, any such release of funds (i) shall not be permitted (and the Borrowers shall not be permitted to request such release) so long as a Default or Event of Default shall have occurred and be continuing and (ii) shall constitute a representation and warranty by each Borrower that as of the date of such release the conditions contained in Section 8.2 have been satisfied (and Borrowing Agent shall provide evidence as to such satisfaction promptly after Agent’s request therefor), (y) the determination by Agent to apply any portion of the proceeds on deposit in such account (other than the Exempt Last Out Loan Proceeds) to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds (other than the Exempt Last Out Loan Proceeds) first to the prepayment of the principal amount of the Revolving Advances and the Swing Loans in accordance with the provisions of Section 2.20(e) and (z) upon the occurrence of any Event of Default under Section 10.7 or 10.8 of this Agreement, all funds on deposit in such account (other than the Exempt Last Out Loan Proceeds) shall, without any notice or action on the part of Agent, be applied to prepay the Obligations. Notwithstanding the preceding sentence, no prepayment of Last Out Loans shall be made with the funds on deposit in such account (other than the Exempt Last Out Loan Proceeds) until the Discharge of ABL Obligations, and any payment to the Last Out Lenders on account of the Last Out Loans shall be subject to the Subordination Agreement; provided, however, that notwithstanding anything in this Agreement or the Subordination Agreement to the contrary, (A) so long as no Default or Event of Default has occurred (other than the Specified Defaults) and prior to any election by certain Last Out Lenders described in the next sentence, any and all Exempt Last Out Loan Proceeds then on deposit in the Cash Collateral Account shall be distributed to the Borrowers upon the Borrowers’ request at any time and from time to time, and (B) in the event any Exempt Last Out Loan Proceeds remain in the Cash Collateral Account at the time of an election described in this clause (B), upon the occurrence of any subsequent Default or Event of Default (other than any Specified Default), and notwithstanding anything in this Agreement or the Subordination Agreement to the contrary requiring the prior Discharge of the ABL Obligations, upon the election of the Last Out Required Lenders, such Exempt Last Out Loan Proceeds shall be applied by the Agent, if received by the Agent, solely to the repayment of the Last Out Loans and shall not be subject to the Subordination Agreement. For the avoidance of doubt, (I) Borrowers shall use and apply the Last Out Loan Proceeds (whether Exempt Last Out Loan Proceeds or not) only as set forth in Section 2.22(a) (provided, that notwithstanding anything to the contrary herein, the Agent and the Lenders shall not be responsible or liable with respect to any breach by Borrowers of their agreements in this clause (I) or Section 2.22(a) with respect to use of the Last Out Loan Proceeds), (II) none of the Exempt Last Out Loan Proceeds, so long as they remain Exempt Last Out Loan Proceeds, shall be applied by the Agent to pay, repay or reimburse any of the Obligations except for the Last Out Loans (and accrued and cash pay interest thereon in accordance with the terms of this Agreement), and (III) any Last Out Loan Proceeds that cease for any reason to be Exempt Last Out Loan Proceeds cease to be subject to any restrictions in this Agreement that are applicable to Exempt Last Out Loan Proceeds (including the restriction in clause (II) of this sentence but not the requirement set forth in clause (I) of this sentence). Nothing contained in the Subordination Agreement shall be deemed to prejudice any of the terms and conditions of the preceding two sentences of this Section 4.15(h).”

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following other “blocked account” (such accounts, together with the Closing DatePrivate Bank Account, defined below, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such bank to transferBlocked Account Bank (which Trigger Notice may be delivered at any time (x) on or after the date that Borrowers’ Undrawn Availability shall be less than $16,000,000 or (y) after the occurrence and during the continuance of a Default or Event of Default), no less frequently than weekly, such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at such bank said Blocked Account Bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cappropriate account(s) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountorder determined by Agent. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties Borrowers into either (Ai) with respect to Xxxxxxxa lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cii) one or more collection depository accounts (“Depository Accounts”) established at PNC the Agent for the deposit of such proceeds proceeds, or (all such accounts iii) subject to the restrictions contained in Section 7.23, the foregoing clauses (A) - (C) the “Collection Other Deposit Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, XxxxxxxEach applicable Borrower, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in its Permitted Discretion directing the Blocked Accounts and Depository Accounts (any such bank instructions, an “Activation Notice”) to transferAgent on a daily basis, no less frequently than weeklyand (ii) Agent may direct Borrowers to direct, such and Borrowers shall so direct, the disposition of funds so deposited to Agentin the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at such bank PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Collection Account Obligations, and, if an Event of Borrower maintained Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with PNCSection 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Collection Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent. All funds deposited in such Collection Accounts shall be applied to , for its own benefit and the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess ratable 110 benefit of the outstanding Obligations be remitted Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the Funding Accountfunds so deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. (i) All Upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, all proceeds of Collateral shall be remitted directly by the customers of each Grantor to (or, to the extent such Grantor received such proceeds directly, they shall be deposited by Borrowing Base Parties into (Asuch Grantor into) with respect to Xxxxxxxeither a lockbox account, solely during the one hundred twenty (120) day period (dominion account or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) other “blocked account” (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Blocked Accounts”), (B) a collection account established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrower such Grantor and be reasonably acceptable to Agent. Each Grantor, Agent which is subject to and each Blocked Account Bank shall enter into a deposit account control agreement (each, a “Deposit Account Control Agreement”) in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank Blocked Account Bank to transfer, no less frequently than weekly, transfer such funds so deposited to Agent, either to any account maintained by Agent at such bank said Blocked Account Bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (Cappropriate account(s) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Xxxxxxx, Agent and each depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Blocked Accounts shall be applied immediately become the property of Agent and each Grantor shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Accountso deposited. Neither Agent nor any Lender assumes any responsibility for such collection blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Alternatively, upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and each Grantor shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts. All deposit accounts and investment accounts of each Grantor and its Subsidiaries are set forth on Schedule 4.15(h).