Common use of Lockbox Accounts Clause in Contracts

Lockbox Accounts. Each Loan Party shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control 108 Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent.

Lockbox Accounts. Each Establish and maintain a lockbox account (“Lockbox Account”) with a United States depository institution acceptable to Administrative Agent (the “Lockbox Bank”). Borrowers and each other Loan Party shall instruct execute with the Lockbox Bank a lockbox agreement for the Lockbox Account in form and substance acceptable to Administrative Agent, and such other agreements related to such lockbox agreement as Administrative Agent may require. Borrowers and each other Loan Party shall ensure that all collections of Accounts on which Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank are obligated are paid directly into and deposited in the applicable Lockbox Account, and that all funds deposited into the Lockbox Account are immediately transferred into a depository account owned by Administrative Agent (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentConcentration Account”). All amounts received by In the event that any Loan Party and Borrower directly receives any Collection Bank cash, checks, drafts or other remittances on or in respect of Account and/or the sale or lease of Inventory or other funds due to any Account Borrower, such Borrower shall upon receipt be deposited into a Lockbox Account or directly into promptly deliver the Core same to Administrative Agent for deposit of the Concentration Account. Each Loan Party shallPending such deposit, along such Borrower will not commingle any such each, checks, drafts or other remittances with the Administrative Agent other funds and each of the Collection Banks that maintain one or more Lockbox Accounts property but will hold them separate and those banks apart in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the trust for Administrative Agent. Subject to Section 2.12, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such Administrative Agent will apply all finally collected funds on deposit in the Concentration Account to the unpaid principal amount of the Revolving Loans then outstanding; provided, however, solely for the purpose of computing interest and fees under this Agreement, funds received in the Concentration Account shall be applied to the Loans on the fifth Business Day after receipt in the Concentration Account. Loan Parties shall cooperate with Administrative Agent in the identification and reconciliation on a daily basis of all amounts are otherwise (A) received in or required to be applied pursuant deposited into the Lockbox Account. Notwithstanding anything in any lockbox agreement to Section 2.06(b)(i) or (B) so long as no Dominion Period then existsthe contrary, required Loan Parties agree that they shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox Account, and that Administrative Agent shall not have any liability therefor. Loan Parties further acknowledge and agree that, to the extent such fees and charges are not paid by Borrowers directly but are satisfied using collections in the Lockbox Account, such fees and charges shall be deemed to be retained in Revolving Loans made by Administrative Agent hereunder. Borrowers agree to indemnify and hold Administrative Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including the reasonable fees and disbursements of legal counsel for Administrative Agent arising from or relating to actions of Administrative Agent or the Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts Bank pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls Section 6.9 or credits relating to the Accounts or as set forth in any Cash Management Control 108 Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agentlockbox agreement.

Lockbox Accounts. Each Loan Party shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control 108 104 Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent.

Lockbox Accounts. Each Loan Party Borrower shall instruct all Account Debtors of such Loan Party to remit all payments to maintain one or more lockbox accounts (individually and collectively, the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably Account”) with one or more banks acceptable to the Administrative Agent Debenture Holder (each, a “Collection Lockbox Bank”) ), and shall execute with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection each Lockbox Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more agreements acceptable to Debenture Holder (individually and collectively, the “Lockbox Agreement”), and such other agreements related thereto as Debenture Holder may require. Borrower shall ensure that all collections of Borrower’s Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account; provided, however, that all invoices for Borrower’s Accounts shall bear Borrower’s name as the addressee for payments thereunder. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts and those banks into a depository account or accounts maintained at a financial institution approved in which any other Deposit Accounts advance by Debenture Holder (other than any Excluded the “Concentration Account) are maintained, enter into on or prior ”). The Concentration Account shall be subject at all times to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be a deposit account control agreement in form and substance reasonably satisfactory to Debenture Holder which perfects the Administrative AgentDebenture Holders security interest in the Concentration Account. Notwithstanding and without limiting any other provision of any Debenture Document, it being agreed upon the occurrence and acknowledged that during the control agreements delivered to continuance of an Event of Default, Debenture Holder shall apply, on a daily basis, all funds transferred into the Administrative Agent Concentration Account pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Lockbox Agreement and this Section 2.16 in such order and manner as determined by Debenture Holder. To the extent that any Accounts are satisfactory collected by Borrower or any other cash payments received by Borrower are not sent directly to the Administrative Agent appropriate Lockbox Account but are received by Borrower or any of Borrower’s Affiliates, such collections and proceeds shall be held in trust for all purposes under the benefit of Debenture Holder and immediately remitted (and in any event within two Business Days), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 2.16 is an essential term of this Agreement. Each Lockbox Account , and that, in addition to and notwithstanding any other rights Debenture Holder may have hereunder, under any other Debenture Document, under applicable law or at equity, upon each and every failure by Borrower or any of Borrower’s Affiliates to comply with any such terms Debenture Holder shall be a “zero” balance account. Each Collection Bank will be instructed entitled to transfer all credit balances in each assess the Lockbox Account Non-Compliance Fee which shall operate to increase the interest rate payable with respect to the Core Concentration Account Convertible Debentures by one percent per annum during any period of non-compliance, whether or not later than the close a Default or an Event of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) Default occurs or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Partyis declared, provided that nothing shall prevent Debenture Holder from considering any failure to comply with the aggregate amount retained terms of this Section 2.16 to be a Default or an Event of Default. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and Borrower’s Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in all the manner specified by Debenture Holder in its sole discretion. The provisions of this Section 2.16 shall not become operative until the termination of the Master Subordination Agreement and the Junior Subordination Agreement, and until such time, the Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals Borrower shall be permitted except controlled by CapitalSource for withdrawals authorized the purpose of perfecting Seller’s and Debenture Holder’s security interest therein. Upon or promptly after termination of the Master Subordination Agreement and the Junior Subordination Agreement, Borrower shall obtain in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control 108 favor of Debenture Holder an authenticated Lockbox Agreement entered into by the Administrative Agent with respect from each bank holding a Lockbox Account that, immediately prior to such termination, was subject to a Lockbox Account. Such instructions will be irrevocable without the prior written consent Agreement in favor of the Administrative AgentSeller.