Common use of Lockbox System Clause in Contracts

Lockbox System. The Term Agent, for itself and on behalf of the other Term Secured Parties, acknowledges that, under the terms of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox at any time. The Term Agent, for itself and on behalf of the other Term Secured Parties, agrees that to the extent that Proceeds of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the Term Collateral Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneer.

Lockbox System. The Each Term Agent, for itself and on behalf of the other Term its Related Secured Parties, acknowledges that, under the terms of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox at any time. The Each Term Agent, for itself and on behalf of the other Term its Related Secured Parties, agrees that to the extent that Proceeds of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the any Term Collateral Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneer.

Lockbox System. The Term AgentABL Facilities Grantors shall establish, for itself and on behalf subject to the control of the Collateral Agent pursuant to the Lockbox Agreements, a system of lockboxes and related Deposit Accounts (the "Lockbox System"). Each ABL Facilities Grantor agrees that it shall have no Deposit Accounts other Term Secured Partiesthan (a) Deposit Accounts in the Lockbox System, acknowledges that(b) Excluded Operating Accounts and (c) Local Collection Accounts, under except during the terms period of 45 days following the Effective Date as contemplated by the next sentence. Each ABL DocumentsFacilities Grantor further agrees (i) to execute and deliver, Grantors are and to cause the Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or may be required a Local Collection Account) is maintained to ensure that all execute and deliver, a Lockbox Agreement with respect to each such Deposit Account as promptly as practicable following (and in any event no later than 45 days following) the Effective Date, (ii) to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made in respect of any Inventory to make all such payments directly to one or more Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox at any time. The Term Agent, for itself and on behalf of the other Term Secured Parties, agrees that to the extent that Proceeds of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence Lockbox System (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the Term Collateral Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, Accounts or Inventory of the auctioneerCompany's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iii) to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iv) promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such ABL Facilities Grantor necessary for deposit or collection), (v) to establish promptly after the Effective Date an ABL Collateral Proceeds Account in the United States, a U.S. dollar and a Canadian dollar ABL Collateral Proceeds Account in Canada and the RBC Deposit Account, in each case on terms reasonably satisfactory to the Collateral Agent and (vi) as promptly as practicable following (and in any event no later than 45 days following) the Effective Date, to implement agreements with the applicable Deposit Account Institutions under which all amounts on deposit in each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) located in the United States and in Canada will be paid to the Collateral Agent for deposit in the ABL Collateral Proceeds Account located in the United States or in the RBC Account, respectively, at the end of each Business Day, and under which all amounts in the RBC Account will be paid not less often than weekly into the ABL Collateral Proceeds Accounts in Canada in same day funds. So long as no Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements) has occurred and is continuing, the Collateral Agent shall promptly (and no less frequently than each Business Day) remit any funds on deposit in each ABL Collateral Proceeds Account to one or more accounts of the Company that have been designated by the Company. Effective upon notice to the Company after the occurrence and during the continuance of an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements), each ABL Collateral Proceeds Account, the RBC Deposit Account and each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) will, without further action on the part of any ABL Facilities Grantor or the Collateral Agent, convert into a closed lockbox account under the sole dominion and control of the Collateral Agent in which all funds are held subject to the rights of the Collateral Agent hereunder. Without the prior written consent of the Collateral Agent, no ABL Facilities Grantor shall, in a manner adverse to the Secured Parties, change the general instructions given to Account Debtors in respect of payments to be deposited in the Lockbox System. Each ABL Facilities Grantor irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements), to deliver a Control Notice under each Lockbox Agreement. The Collateral Agent agrees with each ABL Facilities Grantor that the Collateral Agent shall not give any instructions pursuant to any Lockbox Agreement terminating such Lockbox Agreement or the right of such ABL Facilities Grantor to make withdrawals from any Deposit Account in the Lockbox System unless an Event of Default under and as defined in the ABL Facilities Agreement (or, if the ABL Facilities Agreement shall no longer be in effect, under and as defined in either of the US Facilities Agreements) shall have occurred and be continuing or, after giving effect to any withdrawal, would occur. The Collateral Agent, in its capacity as Administrative Agent under the ABL Facilities Agreement, acknowledges and agrees that an instruction by a Grantor to pay an Account into the RBC Collection Account or a Deposit Account in the Lockbox System (or, in the case of Accounts or Inventory of the Company's retail or Wingfoot divisions, a Local Collection Account) or a related lockbox, or, for a period of 45 days after the Effective Date, into any Deposit Account of such Grantor or related lockbox, shall constitute an instruction by such Grantor to pay such Account directly into a Deposit Account in the Lockbox System for purposes of clause (xxi) of the definition of "Eligible Accounts Receivable" contained in the ABL Facilities Agreement. The Company shall ensure that the aggregate amount contained in all Local Collection Accounts taken together shall not at any time exceed a maximum amount determined by the Administrative Agent in its sole discretion (not to be exercised unreasonably).

Lockbox System. The Term AgentNote Collateral Agent and any Crack Spread Hedging Secured Party, for itself and on behalf of itself and the other Term Non-ABL Secured PartiesParties it represents, hereby acknowledges that, under the terms of the ABL Revolving Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Revolving Secured Party shall have any duty, responsibility or obligation to any Term such Non-ABL Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term such Non-ABL Secured Party any payments received into any such Deposit Account or lockbox at any time. The Term Agent; provided, for itself and on behalf of the other Term Secured Parties, agrees that to the extent that Proceeds of any Term Non-ABL Priority Collateral are deposited into any such Deposit Accounts or lockboxes and (a) are subsequently applied to repay or prepay the ABL ObligationsRevolving Obligations or (b) are included in the borrowing base under the Revolving Credit Agreement for purposes of determining availability thereunder, in the absence of the ABL Revolving Collateral Agent’s fraudulent conduct, willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction)negligence, the sole remedy of the Term Non-ABL Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, (i) in the case of clause (a) above, prior to the time such proceeds are applied to repay or prepay the ABL ObligationsRevolving Obligations and (ii) in the case of clause (b) above, prior to the lenders under the Revolving Credit Agreement having made any credit extension thereunder, or foregone the exercise of any of their rights or remedies thereunder, in reliance on such Proceeds being included in such borrowing base, the ABL Revolving Collateral Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the Term Note Collateral Agent or any Grantor to the ABL Revolving Collateral Agent containing the following information: (ai) the Term Non-ABL Priority Collateral being sold or otherwise Disposedtransferred; (bii) the proposed date of the sale or other Dispositiontransfer; (ciii) the approximate amount of Proceeds therefromsale price; and (div) the name and contact information of the buyer or transferee of such Term Non-ABL Priority Collateral or, in the case of an auction, of the auctioneer.

Lockbox System. The Term (i) Solely to the extent required under subsection 8.18(a) of the Credit Agreement, on or prior to the date required pursuant to such subsection 8.18(a), each Grantor shall (subject to subsection 8.18(a) of the Credit Agreement) establish or cause to be established in the name of the Administrative Agent, and subject to the control of the Administrative Agent pursuant to the Lockbox Agreements, for itself the benefit of the Administrative Agent and the other Secured Parties, the Lockbox System into which the Proceeds of all Accounts Receivable of such Grantor (except as permitted under and in accordance with subsection 8.18(a) of the Credit Agreement) shall be deposited and forwarded to the Collateral Account Bank in accordance with and to the extent and when required under the Lockbox Agreements. On or after the date, if any, on which such Grantor is required to establish any Lockbox System, for so long as such Grantor is required to maintain such system (subject to subsection 8.18(a) of the Credit Agreement), (x) such Grantor shall ensure that all account debtors in respect of the Accounts Receivable of such Grantor payable in Dollars shall have been given instructions reasonably satisfactory to the Administrative Agent directing such account debtors to make all payments on such Accounts Receivable by means of deposits into the Lockbox System, (y) without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), such Grantor shall not, in a manner materially adverse to the Secured Parties, change the form of any such instructions given to account debtors, and (z) unless and until the Administrative Agent shall have advised such Grantor to the contrary, such Grantor shall, and the Administrative Agent hereby authorizes such Grantor to, enforce and collect all amounts owing on the Accounts Receivable of such Grantor, for the benefit and on behalf of the Administrative Agent and the other Term Secured Parties; provided, acknowledges thathowever, under that such privilege shall automatically be suspended upon the terms occurrence and during the continuance of an Event of Default specified in subsection 9(f) of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party Credit Agreement with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox Grantor and may at any time. The Term Agent, for itself and on behalf the option of the other Term Secured Parties, agrees that to Administrative Agent be terminated upon the extent that Proceeds occurrence and during the continuance of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence other Event of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the Term Collateral Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneerDefault.