Common use of Lock Boxes and Blocked Accounts Clause in Contracts

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box either in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place prior to any such account being opened with respect to such account, in each case excluding Restricted Accounts.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. Within 45 days after the Closing Date, Section 3 of the Perfection Certificate shall be updated to reflect the new accounts and the existing accounts shall be closed. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Subject to the provisions of this Section 4.1, as of the Closing Date, each Borrower will maintain their primary domestic commercial checking accounts with the Lender, including, without limitation, the Administrative Borrower’s operating account, and after the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account Accounts other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being Restricted Accounts (and each Loan Party Obligor hereby represents represents, warrants and warrants covenants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), and/or under an arrangement reasonably acceptable to Lender with Santander Bank, N.A. or another depository bank reasonably acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to AgentLender, and in any event such arrangements and documents must be in place on the Closing Date with respect to accounts in existence on the Closing Date, or prior to any such account being opened with respect to any such accountaccount opened after such date, in each case excluding Restricted Accounts.. To the extent not previously delivered to Lender pursuant to the Existing Loan Agreement, prior to the Closing Date, Borrower shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything in this Agreement to the contrary, the Loan Party Obligors may, until December 21, 2021 (the “Designated Deposit Accounts Expiration Date”), maintain the Designated Deposit Accounts with the current depository institutions as follows:

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account -9- other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. At the request of Lender, each Loan Party shall provide Lender with online read- only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts Accounts, including proceeds from any credit card processor, PayPal, Amazaon, proceeds of Indebtedness and issuance of Equity and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (cd) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts, provide Lender with its ID, user names and passwords for its PayPal accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything to the contrary in this Section 4.1, (a) PhoneX shall maintain two separate Deposit Accounts in which it deposits Collections with one such Deposit Account containing amounts owed to PhoneX and the other containing amounts due to Brightstar or other third parties who use the services of PhoneX; (b) PhoneX shall cause the amounts in the Deposit Account containing amounts due to PhoneX to be remitted on each Business Day to Lender’s Bank; (c) following the occurrence of an Event of Default, Lender may cause all of the amounts in the Deposit Accounts of PhoneX to be remitted to Lender’s Bank; and (d) each Loan Party shall direct that all amounts due from PayPal, Amazon, any credit card processor or any other third party be remitted to a Blocked Account.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Subject to the Subordination Agreement, each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box either in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), and/or (c) a combination of the foregoing. Each Subject to the Subordination Agreement, each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place prior to any such account being opened with respect to such account, in each case excluding Restricted Accounts.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures reasonably acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender in its Permitted Discretion, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts.. At the request of Xxxxxx, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts Form, in the form of Exhibit D annexed hereto (an “Authorized Accounts Form”), regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid. 4.2

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Subject to the provisions of this Section 4.1, as of the Closing Date, each Borrower will maintain their primary domestic commercial checking accounts with the Lender, including, without limitation, the Administrative Borrower’s operating account, and after the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. Notwithstanding the foregoing, the Loan Party Obligors may, for a period not to exceed 45 days after the Closing Date, maintain the Designated Deposit Accounts subject to the terms hereof. The outstanding principal balance of each Designated Deposit Account (other than a Designated Deposit Account which is a Restricted Account) shall not, at any time exceed $50,000, and the Loan Party Obligors shall, at Lender’s request, provide the Lender with written evidence to confirm the same. Not later than the 45th day after the Closing Date, Loan Party Obligors shall provide Lender with evidence that such Designated Deposit Accounts have been closed. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account Accounts other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being Restricted Accounts (and each Loan Party Obligor hereby represents represents, warrants and warrants covenants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), and/or under an arrangement reasonably acceptable to Lender with Santander Bank, N.A. or another depository bank reasonably acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to AgentLender, and in any event such arrangements and documents must be in place on the Closing Date with respect to accounts in existence on the Closing Date, or prior to any such account being opened with respect to any such accountaccount opened after such date, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrower shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Prior to opening any Deposit Account used for Collections (as defined below) (other than a Deposit Account constituting a Restricted Account) after the Closing Date, no Loan Party Obligor Borrowers shall open first notify Lender and not deposit any funds or securities into such account until such account is subject to a Control Agreement in favor of Lender, whereupon, Section 39 of the Information Certificate(s) shall be deemed to be updated to include such new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account taking of any Loan Party Obligor shall at further action by any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account)party hereto. Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts Accounts, Inventory and all other Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) (collectively, “Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (but as to which Xxxxxx has a perfected first priority security interest and subject to a Control Agreementexclusive access) or, at AgentXxxxxx’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at Agent’s option, Agreement in the name favor of Agent Xxxxxx (each, a “Blocked Account”)) as to which Lender shall, and/or (c) a combination of the foregoingat its option, have exclusive access during any Cash Dominion Period. Each Loan Party Obligor agrees to executeexecute or establish, as applicable, and to cause its depository banks and other account holders to executeexecute or establish, as applicable, such Lock Box and Control Agreements, and in any event Control Agreements with respect to such Lock Boxes and Blocked Deposit Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time used for Collections in connection with existence on the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents date hereof must be in place effect by the dates required under Section 5.28, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts and Deposit Accounts not used for Collections. At the request of Xxxxxx, each Loan Party shall provide Lender with copies of such Loan Party’s Deposit Account and Securities Accounts statements (or online read-only access to such Loan Party’s Deposit Accounts), other than with respect to Restricted Accounts. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed authorized accounts form regarding Borrowers’ Deposit Accounts into which the proceeds of Loans are to be disbursed in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts.. Prior to the Closing Date, Borrower shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Amended and Restated Loan and Security Agreement

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor and the Parent hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor and the Parent as of the Closing ClosingAmendment No. 1 Effective Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor or Parent maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing ClosingAmendment No. 1 Effective Date, no noneither Parent nor any Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor or Parent shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may requirereasonably require in its Permitted Discretion) procedures acceptable to Agent, in Agent’s sole 's reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (ciii) instituting standing wire instructions directing Xxxxx Fargo Bank, National Association to transfer to the Blocked Account, by federal funds wire transfer on a daily basis, good funds in deposit account number XXXXXXXXX6149 described on Schedule 3 of the Disclosure Schedule; and/or (iv) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Borrower further agrees that the standing wire instructions to be instituted over the deposit account maintained with Xxxxx Fargo Bank, National Association, and described in this Section 4.1 above, shall not be revoked without the prior written consent of Lender. Prior to the Closing Date, Borrower shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. If on any date the aggregate amount of Collections held by Lender in the Blocked Account exceeds the sum of (A) the outstanding principal balance of the Revolving Loans as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrower under Section 1.1(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a), then Lender shall, so long as no Event of Default has occurred and is continuing, remit on a daily basis or such other frequency as Lender and Borrower may agree from time to time, the amount of such excess to Borrower’s operating account; provided, however, the foregoing shall not require Lender to release any cash collateral delivered to it pursuant to this Agreement.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may requirerequire in its Permitted Discretion) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. At the request of Agent, each Loan Party shall provide Agent with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Agent throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Agent in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Agent a complete and executed Authorized Accounts form regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding the foregoing, in respect of SkyWater Federal’s deposit account maintained at Xxxxx Fargo Bank, National Association (account number ending in 8669), such account shall be subject to a springing control agreement in favor of Agent, for the benefits of the Lenders (such account, the “Federal-Xxxxx Account”). Borrowers shall maintain no more than $1,000,000 in the Federal-Xxxxx Account for more than two (2) consecutive Business Days and shall direct the funds in excess of such $1,000,000 to an account subject to a control agreement in favor of Agent.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (i) unless such account is a Restricted Account, without the prior written consent of Agent Agent, not to be unreasonably withheld, conditioned or delayed, and (ii) without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion's Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent in its Permitted Discretion, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor and the Parent hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor and the Parent as of the Closing Amendment No. 1 Effective Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor or Parent maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Amendment No. 1 Effective Date, no neither Parent nor any Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor or Parent shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection Information Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open Prior to opening any new Deposit Account Accounts or any other depositary or other accounts after the Closing Date, Borrowers shall first notify Lender and not deposit any funds or securities in excess of $25,000 in the aggregate into such new accounts until such account is subject to a control agreement in favor of Lender, whereupon, Section 39 of the Information Certificate(s) shall be deemed to be updated to include such new account without the prior written consent taking of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other accountany further action by any party hereto. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Information Certificate as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and and, subject to the Intercreditor Agreement, other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. On the Closing Date, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and investment accounts constituting securities accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Xxxxxx a complete and executed Authorized Accounts form regarding Xxxxxxxxx’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject to a Control Agreement) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), ) and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender. As of the Amendment No. 2 Effective Date, Lender has exclusive access to the Blocked Account. Lender agrees to release such exclusive access upon execution and delivery of a “springing” deposit account control agreement by the depository bank where the Blocked Account is maintained, in form and substance acceptable to Lender and which provides, among other things, that upon receipt of a notice from Lender (a “Notice of Exclusive Control”), the depository bank will only comply with instructions originated by Lender directing the disposition of the funds in the Blocked Account and will not honor any request or direction from any officer or other representative of Borrower to direct disposition of funds in the Blocked Account, withdraw any amount from the Blocked Account or otherwise with respect to the Blocked Account. Lender agrees that the form of deposit account control agreement attached as Exhibit A to Amendment No. 2 is acceptable as a “springing” deposit account control agreement. Once the “springing” deposit account control agreement has been implemented, Lender agrees not to issue a Notice of Exclusive Control with respect to the Lock Box and Blocked Account unless a Cash Dominion Event has occurred. Any event such arrangements and documents must be in place on the Amendment No. 2 Effective Date with respect to accounts in existence on such date, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. At the request of Lender, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts, Securities Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account, Securities Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account, Securities Account or other account. No Deposit Account, Securities Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each On or prior to the date that is 30 days after the Closing Date, each Loan Party Obligor will, at its expense, establish and thereafter maintain (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts Deposit Accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), and/or (c) under an arrangement acceptable to Agent with a combination of the foregoingdepository bank acceptable to Agent, pursuant to which all funds deposited into each Lock Box and Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify. Each Loan Party Obligor agrees agrees, at all times after the 30th day after the Closing Date, to execute, and to cause its depository banks and other institutions with which it maintains Deposit Accounts, Securities Accounts or any other depositary or other account holders to execute, execute such Control Agreements with respect to such Lock Boxes and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place prior to any such account being opened with respect to such account, in each case excluding Restricted Accounts.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding (i) Restricted AccountsAccounts and (ii) any deposit account maintained by any Aytu Loan Party until such time as the Replacement Term Loan Debt has been paid in full. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and (b) ), and/or depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 Schedule 5(a) of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no each Loan Party Obligor shall open give Agent prompt written notice of any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 Schedule 5(a) of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing; provided, that, so long as no Dominion Triggering Period is continuing, no less frequently than each Business Day (and whether or not there are then any outstanding Obligations), Agent shall cause the ACH or wire transfer of the balance of the collection account that is a Blocked Account, to an operating account designated by Borrower Representative; provided further, however, that at any time after the occurrence and during the continuance of an Dominion Triggering Period, the balance of such Blocked Account, net of a minimum balance as may be required to be kept, shall be distributed and applied on a daily basis by Agent to repay outstanding Revolving Loans. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 Schedule 5(a) of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no each Loan Party Obligor shall open give Agent prompt written notice of any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 Schedule 5(a) of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Agent has exclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing; provided, that, so long as no Dominion Triggering Period is continuing, no less frequently than each Business Day (and whether or not there are then any outstanding Obligations), Agent shall cause the ACH or wire transfer of the balance of the collection account that is a Blocked Account, to an operating account designated by Borrower Representative; provided further, however, that at any time after the occurrence and during the continuance of an Dominion Triggering Period, the balance of such Blocked Account, net of a minimum balance as may be required to be kept, shall be distributed and applied on a daily basis by Agent to repay outstanding Revolving Loans. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts. and Deposit Accounts established and maintained in Mexico. There are no outstanding options, warrants or similar agreements, documents, or instruments with respect to any of the Pledged Equity except in favor of the Term Loan Agents.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds (i) directly to a post office box designated by Lender either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s optionoption following the occurrence of an Event of Default, in the name of Agent Lender (a “Lock Box”) or (ii) in the case of wire transfers, to a Blocked Account and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich Lender has exclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), and/or (c) under an arrangement acceptable to Lender with a combination of the foregoingdepository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as Lender shall specify. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Control Agreements with respect to such Lock Boxes and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender; provided, that notwithstanding the foregoing, no Loan Party Obligor shall be obligated to deliver a Control Agreement to Lender or comply with the requirements set forth in clauses (a) and in any event such arrangements and documents must be in place prior to any such account being opened (b) of the preceding sentence (i) with respect to such account, in each case excluding any Restricted AccountsAccount or (ii) during the first 30 days after the Closing Date.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich ABL Lender or, after the date when the Discharge of Priority ABL Indebtedness has occurred, Agent has exclusive access) or, at Agent’s option, in the name of Agent or ABL Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (and subject but as to a Control Agreementwhich ABL Lender or, after the date when the Discharge of Priority ABL Indebtedness has occurred, Agent has exclusive access) or, at Agent’s option, in the name of Agent or ABL Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Boxes Box and Blocked Accounts (and all other accounts that do not constitute Restricted Accounts) Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such accountaccount opened after the date hereof, in each case excluding Restricted Accounts.. Loan and Security Agreement