Common use of Lock Box Clause in Contracts

Lock Box. The Borrower shall (i) maintain a lock box (the “Lock Box”) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrower.

Lock Box. The Borrower shall (i) maintain at its sole expense establish and maintain, so long as the Revolving Loan shall remain unpaid, a United States post office lock box (the “Lock Box”) ), to which the Lender shall have exclusive access, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with Bank of America, N.A. and shall this Agreement. Borrower agrees to notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of its Accounts forward payment in Borrower, to the form of Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other similar items of payment directly to such Lock Box Borrower’s funds or property, but will be held separate and shall provide Banks with reasonable evidence of such notificationapart from Borrower’s own funds or property, and (ii) deposit and cause its Subsidiaries upon express trust for the benefit of Lender until delivery is made to deposit Lender. All items or cause to be deposited all payments under such Accounts amounts which are remitted to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed or otherwise delivered by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent or for the benefit of the AgentsBorrower to Lender on account of partial or full payment of, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control or any other amount payable with respect to, any of the Collateral Agent. The Collateral Agent shall, at any time Lender’s option: (i) be applied to the payment of the Indebtedness, in such order of application as Lender may apply amounts contained determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the Bank Blocked Account toward satisfaction name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the ObligationsIndebtedness. Upon the irrevocable payment Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the Bank Blocked Account as directed by the Borrower upon receipt inclusion on any such item of a written request for such a release restrictive notation, e.g., “paid in full”, “balance of funds from the Borroweraccount”, or other restriction.

Lock Box. The Borrower shall (i) maintain a lock box (the “Lock Box”) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by to the Collateral AgentBank Blocked Account pursuant to the Three Party Agreement. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrower.

Lock Box. The Borrower shall (i) maintain a lock box (the “Lock Box”) with Bank of America, N.A. (the "Lock Box") and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by to the Collateral AgentBank Blocked Account pursuant to the Three Party Agreement. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrower.... 58

Lock Box. The Borrower (a) Upon the Closing and until the Obligations are no longer outstanding, pursuant to the terms of the Lock Box Agreement delivered at the Closing, the Debtors shall (i) maintain a lock box one or more lockboxes in the name of the Lockbox Agent, as agent for the Secured Parties, and identified on Schedule I hereto (collectively, the “Lock Box”"Lockboxes") with Bank of AmericaWells Fargo Bank, N.A. or such other financial institutions xxxxxted by Debtors and shall notify acceptable to the Lockbox Agent in writing and otherwise take such reasonable steps its sole discretion (each being referred to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notificationas a "Lockbox Bank"), and (ii) deposit and cause its Subsidiaries maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to deposit or cause Accounts Receivable of Debtors, to remit all payments to be deposited made by checks or other drafts to the Lockboxes and to remit all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any be made by wire transfer or by Automated Clearing House, Inc. payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collateral Collection Account at such Lockbox Bank on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. The Borrower All checks, drafts, notes, money orders, acceptances, cash and each Bank acknowledge other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be held by Debtors in trust for Lockbox Agent and agree that upon receipt be deposited by Debtors in original form and no later than the Bank Blocked Account is owned by next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the Collateral funds of any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent for shall have the benefit right to control all aspects of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control disposal of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction contents and proceeds of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the BorrowerCollection Accounts.

Lock Box. The Borrower Prior to the Effective Date, Owner and the Lock-Box Bank shall (i) maintain a lock enter into the Lock-Box Agreement or agree that an existing lock-box agreement between Servicer 10 14 and the Lock-Box Bank will constitute the Lock-Box Bank for purposes of this Agreement. Servicer shall cause the Lock-Box Bank to take such actions as are necessary for Servicer to perform its obligations with respect to this Agreement regarding all transactions related to the Lock-Box (the “Lock Box”"Lock-Box Transactions"). The Lock-Box Agreement shall contain a provision requiring the Lock-Box Bank to provide Servicer with (a) with copies of monthly statements, (b) a daily list of deposits, (c) all original correspondence, envelopes, coupons and all other documents (other than Remittances) received by the Lock-Box Bank, (d) a daily and monthly list of Remittances by Borrower to the extent the Borrower is identifiable by the Lock-Box Bank of America, N.A. from the Remittance (and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in documents accompanying the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notificationRemittance), and (iie) deposit copies of Remittances for which the Lock-Box Bank is not able to identify the Borrower. Servicer shall not amend or modify the terms of the LockBox Agreement without the prior written consent of Owner. Servicer shall take and cause perform such actions as are necessary for the Lock-Box Bank to perform its Subsidiaries to deposit or cause to be deposited all payments under such Accounts obligations with respect to the Lock Box. In the event that any Account Debtor does make any payment directly LockBox Agreement, such as providing assistance to the Borrower, the Borrower Lock-Box Bank with respect to identifying payments. Servicer shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree arrange that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Lock-Box be swept into the Collection Account by wire transfer or ACH on a daily basis, pursuant to standing written instructions provided by Servicer to the Lock-Box Bank; provided, however, that sufficient funds will be kept on deposit in the Lock-Box account at the Lock-Box Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrowerto cover fees related to said account.

Lock Box. The Borrower shall (i) maintain a lock box with Bank of America, N.A. (the “Lock Box”) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by to the Collateral AgentBank Blocked Account pursuant to the Three Party Agreement. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrower.

Lock Box. The Borrower (a) Upon the Closing and until the Obligations are no longer outstanding, pursuant to the terms of the Lock Box Agreement delivered at the Closing, the Debtors shall (i) maintain a lock box one or more lockboxes in the name of the Lockbox Agent, as agent for the Secured Parties, and identified on Schedule I hereto (collectively, the “Lock Box”"Lockboxes") with Bank of AmericaWells Fargo Bank, N.A. or such other financial institutions selected xx Debtors and shall notify acceptable to the Lockbox Agent in writing and otherwise take such reasonable steps its sole discretion (each being referred to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notificationas a "Lockbox Bank"), and (ii) deposit and cause its Subsidiaries maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to deposit or cause Accounts Receivable of Debtors, to remit all payments to be deposited made by checks or other drafts to the Lockboxes and to remit all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any be made by wire transfer or by Automated Clearing House, Inc. payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collateral Collection Account at such Lockbox Bank on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. The Borrower All checks, drafts, notes, money orders, acceptances, cash and each Bank acknowledge other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be held by Debtors in trust for Lockbox Agent and agree that upon receipt be deposited by Debtors in original form and no later than the Bank Blocked Account is owned by next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the Collateral funds of any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent for shall have the benefit right to control all aspects of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control disposal of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction contents and proceeds of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the BorrowerCollection Accounts.

Lock Box. The Borrower shall (i) maintain a lock box (the “Lock Box”) with Bank of America, N.A. (the "Lock Box") and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by to the Collateral AgentBank Blocked Account pursuant to the Three Party Agreement. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrower.

Lock Box. The Borrower shall (i) maintain a lock box (the “Lock Box”) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notification, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent If Lender so requests at any time may apply amounts contained (whether or not Borrower is in the Bank Blocked Account toward satisfaction default of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement), Borrower shall direct, and shall cause Debtors to direct, each of its account debtors to make payments due under the relevant account or chattel paper directly to a special lock box to be under the control of Lender. Borrower hereby authorizes and directs Lender to deposit into a special collateral account to be established and maintained with Lender all checks, drafts, and cash payments received in said lock box. All deposits in said collateral account shall constitute proceeds of Collateral Agent and shall release not constitute payment of any indebtedness under the Loan Documents. At its option, Lender may, at any time, apply finally collected funds on deposit in said collateral account to the Bank Blocked Account payment of the indebtedness in such order of application as directed Lender may determine, or permit Borrower or Debtors to withdraw all or any part of the balance on deposit in said collateral account. If the collateral account is so established, Borrower agrees, and Borrower shall cause Debtors to agree, promptly to deliver to Lender, for deposit into said collateral account, all payments on accounts and chattel paper received by Borrower or Debtors. All such payments shall be delivered to Lender in the form received (except for any necessary endorsement). Until so deposited all payments on accounts and chattel paper received by Borrower or Debtors shall be held in trust by the Borrower upon receipt recipient for and as the property of a written request for such a release Lender and shall not be commingled with any other funds or property of funds from the Borrower.recipient; and

Lock Box. The Borrower shall (i) maintain establish a lock box account with the Agent (herein called the “Lock Box”"Cash Collateral Account") with Bank of America, N.A. in the Borrower's name and each Borrowing Entity shall notify in writing and otherwise take such reasonable steps to ensure that direct all Account Debtors under any to directly remit all payments on Accounts to same and into which Cash Collateral Account the Borrower and each Subsidiary will immediately deposit all payments constituting proceeds of its Accounts forward payment Accounts, whether in the form of cashcash or check or some other form of payment. All payments made to the Cash Collateral Account shall be the exclusive property of the Agent for the ratable benefit of all the Lenders and no person other than the Agent shall have a right of setoff against such Cash Collateral Account. All such payments received in the Cash Collateral Account shall be applied against the principal balance of the Revolving Loan (a) on the date that any check, draft or similar item of payment has been honored and final settlement thereof has been reflected as available to the Agent, and (b) in connection with wire transfers on the date received provided said wire transfer is received by Agent by 12:00 p.m. (Chicago time), and if received after 12:00 p.m. (Chicago time) on the next Business Day after receipt. The Borrower, each of its Subsidiaries and any of their Affiliates, employees, agents or other persons acting for on in concert with the Borrower shall (acting as trustee for the Agent) receive as the sole and exclusive property of the Agent for the ratable benefit of all Lenders any monies, checks, notes, drafts or any other similar items payments relating to and/or proceeds of payment directly to Accounts which come into the possession or under the control of the Borrower or such Lock Box and shall provide Banks with reasonable evidence persons. Immediately upon receipt of such notificationfunds, and (ii) deposit and the Borrower or such persons shall cause its Subsidiaries to deposit or cause the same to be deposited all payments under such Accounts in the Cash Collateral Account or shall deliver the same to the Lock Box. In Agent in the event identical form in which such item of payment was received, provided, however, that any Account Debtor does make any payment directly the Borrower may deposit proceeds in The Bank of Montreal in Toronto, Canada and Amcore Bank of Xxxx County in Mt. Morris, Illinois for clearance purposes only, provided that such proceeds are transmitted to the Borrower's Cash Collateral Account from time to time, but not less frequently than within one (1) week of deposit at Amcore Bank of Xxxx County and in connection with The Bank of Montreal, said transmittals shall be not less frequently than when said deposits held by said bank reach an amount of $100,000.00 or more. The Borrower will indemnify and save harmless the Agent and all Lenders from and against all liabilities and expenses, including reasonable attorneys' fees on account of any adverse claim asserted against the Agent and all Lenders relating to any proceeds received by the Agent from any obligor on any Account owing to the Borrower or its Subsidiaries, and such obligation of the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower continue in effect after and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and notwithstanding the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall discharge of the Obligations and the release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrowerhereof.

Lock Box. The Borrower shall (i) maintain direct all of its Government Account Debtors to make all payments upon the Government Accounts directly to a lock post office box (the “"Lock Box”") with Bank of Americathe Bank, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form name and under the exclusive control of cashLaSalle. If Borrower, any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other similar payments relating to or as proceeds of any Government Accounts, Borrower and each such Person shall receive all such items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notificationin trust for, and as the sole and exclusive property of, LaSalle and, immediately upon receipt thereof, shall remit the same (ii) deposit and cause its Subsidiaries to deposit or cause the same to be deposited all payments under such Accounts remitted) in kind to the Lock Box. In the event Borrower agrees that any Account Debtor does make any payment directly all payments made to the BorrowerLock Box or otherwise received by LaSalle, whether with respect to the Government Accounts, as proceeds of other Collateral, or otherwise, will be applied on account of the Obligations of Borrower shall promptly deposit in accordance with the terms of this Agreement, provided that so long as no Event of Default has occurred and is continuing, such amounts into payments will be applied to the outstanding principal balance due under the Revolving Loans. Borrower agrees to pay all fees, costs and expenses which Borrower incurs in connection with opening and maintaining a Lock Box. The All of such fees, costs and expenses which remain unpaid by Borrower pursuant to any Lock Box Agreement with Borrower, to the extent same shall have been paid by LaSalle hereunder, shall constitute Revolving Loans hereunder, and, until paid, shall bear interest at the rate then applicable to Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to LaSalle in kind shall be endorsed by Borrower to LaSalle, and, if that endorse- ment of any such item shall not be made for any reason, LaSalle is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints LaSalle (and all Persons designated by LaSalle for that purpose) as Borrower's true and lawful attorney and agent-in-fact (1) to endorse Borrower's name upon such items of payment and/or proceeds of Collateral of Borrower and each Bank acknowledge upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or goods pertaining thereto; (2) to take control in any manner of any item of payment or proceeds thereof; (3) to have access to any lock box or postal box into which any of Borrower's mail is deposited; and agree that prior (4) open and process all mail addressed to the Activation Period, the Borrower may operate and transact business through the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge deposited therein, provided, however, that LaSalle shall not exercise any such powers described in clauses (1), (2) and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected (4) unless an Event Of Default has occurred and available balances in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borrowercontinuing.