Common use of Lockbox Clause in Contracts

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers shall maintain establish a special account as a lockbox in Borrowers’ names ' name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and the Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and is be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s 's receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and the Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s 's address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers Borrower shall maintain a special lockbox account (the “Lockbox Account”) with a bank acceptable to Agent (the “Lockbox Bank”), and shall execute with the Lockbox Bank an agreement acceptable to Agent in its sole discretion (the “Lockbox Agreement”), and such other agreements related thereto as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause Agent may require. Borrower shall ensure that all Account Debtors to send all remittances on collections of Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiaryreceivables of Borrower, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances its Subsidiaries and/or Guarantors and proceeds of all other Collateral are paid and delivered directly from Account Debtors and other Persons into the Collateral in Lockbox Account. The Lockbox Agreement shall provide that, at all times prior to the identical form in which such payment was madedelivery of an Activation Notice (as hereinafter defined), whether by cash or checkthe Lockbox Bank shall disburse funds as the Borrower may direct. Borrowers agree that The Lockbox Agreement shall require that, upon Lockbox Bank’s receipt of written notice (an “Activation Notice”) from Agent at any time after the occurrence and during the continuation of a Default or an Event of Default, the Lockbox Bank will immediately, and on a daily basis thereafter, transfer all payments made funds paid into the Lockbox Account into a depository account maintained by Agent at such bank as Agent may communicate to Borrower from time to time (the “Concentration Account”). To the extent that any such special account Accounts and receivables collections or otherwise other proceeds of Collateral are not sent directly to the Lockbox Account but are received by AgentBorrower or any Guarantor or Affiliate of Borrower, whether on the Accounts, on any Buy Back Agreement or as such collections and proceeds of any other Collateral or otherwise, will (“Trust Collections”) shall be the sole and exclusive property of Agent held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within two (2) Business Days), in the form received, to the Lockbox Bank for immediate transfer to the Lockbox Account; provided, however, upon written request of Agent after the occurrence and during the continuance of an Event of Default, such collections and proceeds will be applied on account immediately remitted (and in any event within two (2) Business Days) in the form received to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 4.17 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law, at equity or otherwise, upon each and every such failure Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Base Rate or LIBOR for purposes of interest calculation hereunder by two percent (2%) per annum during any period of non-compliance; provided, however, that to the extent Agent wishes to institute such non-compliance fee solely in connection with Borrower’s failure to remit Trust Collections to the Concentration Account within the timeframe established by this Section 4.17, Agent shall only be entitled to institute such non-compliance fee if the aggregate amount of the LiabilitiesTrust Collections exceeds $100,000. So long as no Agent shall be entitled to assess such fee whether or not a Default or an Event of Default has occurred and occurs or is continuingdeclared, Borrowers provided that nothing in this Agreement shall be entitled prevent Agent from considering any failure to direct the use of the funds maintained in such special account in accordance comply with the terms of this AgreementSection 4.17 to be a Default or an Event of Default. Two (2) Business Days after Agent’s receipt of good fundsIf applicable, Agent will credit (conditional upon final collection) all payments received through the special account at any time prior to the Liabilities. Each execution of the Lockbox Agreement and operation of the Lockbox Account, Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and Guarantors shall direct all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to collections or proceeds of Accounts, Buy Back Agreements it receives on Accounts or other receivables or from Collateral which come into their possession or under their control to the account(s) and immediately upon receipt, shall remit in the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection manner specified by Agent any check or item of payment received or delivered to Agent on account of the Liabilitiesin its sole discretion.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers While any of the Borrower's Obligations or the Debtor's Obligations remain outstanding, or the Bank has any obligation under the Loan Agreement, the Debtor shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to post office box which Borrowers and their domestic Subsidiaries will be under the exclusive control of the Bank (the "Lockbox") into which the Debtor shall cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to payments of any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon Debtor's Receivables (other than intercompany Receivables prior to the occurrence and during the continuation of a Default or an Event of Default) and Documents to be made, and the Debtor shall indicate on all invoices and other correspondence with Account Debtors (other than intercompany Account Debtors) to make all payments made to the Debtor in care of the Lockbox and hereby appoints the Bank, as the Debtor's true and lawful attorney-in-fact to receive all incoming mail, open all such special account mail, remove all collections and remittances therefrom in payment of or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of any of the LiabilitiesDebtor's Receivables and Documents and use the Bank's reasonable efforts to forward all other mail so received to the Debtor's place of business. So Any Proceeds of Collateral received by the Debtor, including, without limitation, payments on Receivables (other than intercompany Receivables so long as there exists no Default or Event of Default, it being understood and agreed that any such payments on intercompany Receivables will be treated as any other Receivable after the occurrence of an Event of Default has occurred Default) and is continuingDocuments and other payments from sales or leases of Inventory, Borrowers shall be entitled to direct held by the use Debtor in trust for the Bank in the same medium in which received, shall not be commingled with any assets of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good fundsDebtor, Agent will credit (conditional upon final collection) all payments received through the special account and shall be delivered immediately to the LiabilitiesBank. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, The Debtor agrees to pay to Agent the Bank promptly when billed the Bank's standard fees for operating the Lockbox. The Debtor hereby grants, bargains, conveys and sets over to the Bank a security interest in and lien upon the Lockbox, the Restricted Account, the Debtor's Account and any other account established by the Debtor with the Bank or any affiliate thereof, and all reasonable feescash and any other assets at any time hereafter contained therein. Amounts received in the Lockbox shall be deposited upon collection into the Restricted Account, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check Bank will apply all amounts so received against the Borrower's Obligations or item of payment received or delivered to Agent the Debtor's Obligations on account of the Liabilitiesa daily basis, as collected.

Lockbox. Borrowers (A) Upon request of Lender, Borrower shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause direct all Account Debtors to send all remittances make payments on Accounts directly into a lockbox established by Borrower over which Lender shall have sole control and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers authority pursuant to such Buy Back Agreementsa Lockbox Agreement between Borrower and Lender (the “Lockbox”). If received directly by a Borrower any monies, checks, notes, drafts or a domestic Subsidiary, such Borrower other payment for or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in shall come into the identical form in which such payment was made, whether by cash possession or check. Borrowers agree that upon under the occurrence and during the continuation control of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, or any of its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all or those Persons acting for or in concert with such Borrower, Borrower shall, acting as trustee for Agent, receive, shall receive same as the sole and exclusive property of Agent Lender and as trustee for the benefit of Agent Lender, and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, Borrower shall remit the same or cause the same to be remitted, in kind, to AgentLender or to any agent or agents appointed by Lender for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the “Cash Collateral Account” (hereinafter defined), unless Lender shall otherwise elect. Lender, now or at Agentany time or times hereafter, in its sole discretion, may take control of and endorse Borrower’s address set forth name to any of the items of payment or proceeds described in this Section 10.104.5. Borrowers agreeFor the purposes of this Section, jointly Borrower irrevocably, hereby makes, constitutes and severallyappoints Lender, to pay to Agent any and all reasonable feespersons designated by Lender for that purpose, costs as Borrower’s true and expenses (if any) which Agent incurs in connection with opening lawful attorney and maintaining the special account and depositing for collection by Agent agent-in-fact to take any check or item such actions. All such items of payment or proceeds received through the Lockbox or delivered directly from Borrower shall, unless Lender shall otherwise elect, be deposited into a cash collateral account maintained with Lender (the “Cash Collateral Account”) over which Lender has sole authority and shall be applied by Lender to Agent on account of the Liabilities.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and is be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.