Common use of Lock Box Clause in Contracts

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

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

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

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

Lock Box. The Borrower shall will direct all of its Account Debtors to forward payments directly to the lockbox facility (i) maintain a lock box (the “"Lock Box”") maintained with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such _________________________("Lock Box and Bank"). The Lock Box address is ________________, P.O. Box _________, ______________________. Lender shall provide Banks with reasonable evidence of apply such notification, and (ii) deposit and cause its Subsidiaries payments to deposit or cause to be deposited all payments under such Accounts to reduce the Lock Boxoutstanding Obligations. In the event that any Account Debtor does make any payment directly to Borrower receives Remittances, Borrower agrees that such Remittances shall be held in express trust for the Borrower, the benefit of Lender which shall be immediately notified of such receipt. Borrower shall promptly deposit immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrower when necessary to permit the collection of the Remittances which endorsement Borrower hereby agrees to make. Pending such amounts into deposit, Borrower will not commingle any Remittances (including all pre-payments) with any of its other funds or property, but will hold them separate and apart therefrom expressly in trust for Lender. Such statements, reports of collections and adjustments as Lender may, from time to time, specify shall accompany all Remittances. All funds received by Lender will be applied to reduce the Obligations, subject to collection. Borrower shall have no right of access to or withdrawal from the Lock Box. The Borrower and each Bank acknowledge and agree that prior Lender shall have no duty to segregate Proceeds of Collateral remitted to the Activation PeriodLock Box, or deposited in the Borrower may operate and transact business through Concentration Account pursuant to Paragraph 4.2 below, from other funds or property remitted to the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances or deposited in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the BorrowerConcentration Account.

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

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

Lock Box. (A) The Borrower Credit Parties shall direct all of its Account Debtors in the U.S. and the United Kingdom to make all payments on the Accounts, either by wire into the Lock Box Account (i) maintain as defined below), electronic funds transfer, or directly to a lock post office box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”) with Bank of America). An account at Xxxxx Fargo, N.A. and (the “Lock Box Account”) shall notify be maintained in writing and otherwise take such reasonable steps to ensure that Lender’s name, into which all Account Debtors under any of its Accounts forward payment payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form of in which such payments were received, whether by cash, check, wire or electronic funds transfer. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties shall receive any monies, checks, notes, drafts or other similar payments relating to or as proceeds of Eligible Accounts, the Credit Parties and each such Person shall receive all such items of payment directly to such Lock Box and shall provide Banks with reasonable evidence of such notificationin trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (ii) deposit and cause its Subsidiaries to deposit or cause the same to be deposited all payments under such Accounts remitted) in kind to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock BoxBox Account. The Borrower Credit Parties and each Bank acknowledge and Lender agree that prior payments made to the Activation Period, the Borrower may operate and transact business through the Lock Box account Account, whether in its normal fashionrespect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), including making withdrawals will be transferred from the Lock Box accountAccount to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/back-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The Borrower and each Bank further acknowledge and agree that during amount remaining following the Activation Period, Bank payment of America, N.A. shall transfer all collected and available balances in the Lock Box Payments on each Payment Date shall be referred to herein as directed by the Collateral Agent“Net Amount”. The Borrower Credit Parties and each Bank acknowledge and the Lender agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit eighty percent (80%) of the Agents, the Issuing Banks and the Banks and that Net Amount will be transferred to Borrower from the Lock Box is under Account via wire transfer or electronic funds transfer to an account designated by the dominion and control Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Collateral AgentLockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. The Collateral Agent Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by the applicable Credit Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Party’s true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Parties; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have access to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein. Lender may, at any time may apply amounts contained in and from time to time after the Bank Blocked occurrence and during the continuance of an Event of Default, whether before or after notification to any Account toward satisfaction Debtor and whether before or after the maturity of any of the Obligations. Upon the irrevocable payment in full , (i) enforce collection of any of the Credit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s Obligations expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the termination of each Bank’s Committed Line Portion under this Agreement, date such account statement is sent to Borrower and any such notice shall only constitute an objection to the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the Borroweritems specifically identified.

Lock Box. The Borrower shall Borrowers will direct all of their Account Debtors to forward payments directly to the lockbox facility (i) maintain a lock box (the “Lock Box”) maintained with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to ensure that all Account Debtors under any of its Accounts forward payment in the form of cash, checks, drafts or other similar items of payment directly to such Wilmington Trust FSB ("Lock Box and Bank"). The Lock Box address is Xxx 000000, Xxxxxxxxxxxx, XX 00000-0000. Lender shall provide Banks with reasonable evidence of apply such notification, and (ii) deposit and cause its Subsidiaries payments to deposit or cause to be deposited all payments under such Accounts to reduce the Lock Boxoutstanding Obligations. In the event that Borrowers receive Remittances, Borrowers agree that such Remittances shall be held in express trust for the benefit of Lender which shall be immediately notified of such receipt. Borrowers shall immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrowers when necessary to permit the collection of the Remittances, which endorsement Borrowers hereby agree to make. Pending such deposit, Borrowers will not commingle any Account Debtor does make Remittances (including all pre-payments) with any payment directly of its other funds or property, but will hold them separate and apart therefrom expressly in trust for Lender. Such statements, reports of collections and adjustments as Lender may, from time to time, specify shall accompany all Remittances. All funds received by Lender will be applied to reduce the BorrowerObligations, the Borrower subject to collection. Borrowers shall promptly deposit such amounts into have no right of access to or withdrawal from the Lock Box. The Borrower and each Bank acknowledge and agree that prior Lender shall have no duty to segregate Proceeds of Collateral remitted to the Activation PeriodLock Box, or deposited in the Borrower may operate and transact business through Concentration Account pursuant to Paragraph 4.2 below, from other funds or property remitted to the Lock Box account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances or deposited in the Lock Box as directed by the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Agents, the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral Agent. The Collateral Agent at any time may apply amounts contained in the Bank Blocked Account toward satisfaction of the Obligations. Upon the irrevocable payment in full of the Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall release the funds on deposit in the Bank Blocked Account as directed by the Borrower upon receipt of a written request for such a release of funds from the BorrowerConcentration Account.