Common use of Bank Accounts; Collection of Accounts and Payments Clause in Contracts

Bank Accounts; Collection of Accounts and Payments. Upon the request by Agent, Agent and each Grantor shall enter into an Account Control Agreement with each financial institution at which such Grantor maintains any Deposit Account (other than payroll accounts or employee benefit accounts to the extent such accounts are used for these limited purposes), including, without limitation, the respective Deposit Accounts set forth on Schedule V hereto (each such Deposit Account, and any other Deposit Account which from time to time hereafter shall be subject to an Account Control Agreement is herein referred to as a “Designated Deposit Account”). Each Account Control Agreement shall provide, except as otherwise agreed upon by Agent in its Permitted Discretion, among other things, that (a) all items of payment deposited in each Designated Deposit Account subject thereto shall be held by the applicable financial institution (each financial institution party to an Account Control Agreement is herein referred to as a “Designated Depositary Account Bank”), as agent or bailee-in-possession for Agent, on behalf of the Lender Parties, (b) the Designated Depositary Account Bank executing such Account Control Agreement has no rights of offset or recoupment of any other claim against any Designated Deposit Account subject thereto, other than for customary payment of its services and other charges directly related to the administration of each such Designated Deposit Account and for returned checks or other returned items of payment, and (c) solely to the extent permitted by the immediately following sentence, the applicable Designated Depositary Account Bank will transfer all amounts held or deposited from time to time in any such Designated Deposit Account as Agent may so direct in a written notice of sole control. Agent agrees that it will not deliver a notice of sole control to a Designated Depositary Account Bank as contemplated by the pertinent Account Control Agreement until such time as an Event of Default has occurred and is continuing. Each Grantor hereby grants to Agent, for the benefit of the Lender Parties, a continuing lien upon, and security interest in, all Designated Deposit Accounts now or at any time hereafter established and/or maintained by such Grantor and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of any Designated Depositary Account Bank for deposit into a Designated Deposit Account, and such Grantor acknowledges and agrees that each Designated Depositary Account Bank shall act as Agent’s agent in connection therewith as may be required pursuant to the pertinent Account Control Agreement. No Grantor shall establish any Deposit Account with any financial institution unless, prior to such establishment, Agent, the applicable Grantor and such financial institution shall have entered into an Account Control Agreement. Upon the request of Agent from time to time after the occurrence and during the continuance of an Event of Default, each Grantor shall establish lockbox or blocked accounts (collectively, “Blocked Accounts”) in such Grantor’s name with such banks as are acceptable to Agent in its Permitted Discretion (“Collecting Banks”), subject to an Account Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which such Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral, in the identical form in which such payment was made, whether by cash or check. In addition, Agent, for the benefit of the Lender Parties, may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Agent or such Grantor as customer (collectively, the “Concentration Accounts”). From and after receipt by any Collecting Bank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing (which notice shall only be delivered by Agent upon the occurrence and continuance of an Event of Default), all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts. Subject to the foregoing, each Grantor hereby agrees that all payments received by Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be subject to a valid and perfected first priority security interest in favor of Agent, for the benefit of the Lender Parties. No Grantor shall, nor shall any such Grantor permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and checks to be issued within the next two Business Days and amounts necessary to meet minimum balance requirements. Each Grantor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Grantor shall, acting as trustee for Agent and Lenders, receive any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor or any Affiliates, employees, agent, or other Persons acting for or in concert with such Grantor, and immediately upon receipt thereof, such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in an account subject to an Account Control Agreement in accordance with the terms of this Security Agreement. If requested in writing by Agent in its Permitted Discretion, each Grantor shall close any of its Designated Deposit Accounts (and promptly establish replacement Designated Deposit Accounts with a Designated Depositary Account Bank) maintained with a Designated Depositary Account Bank which is the subject of a written notice from Agent that the creditworthiness of such Designated Depositary Account Bank or any of its affiliates is no longer reasonably acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Account Control Agreement of such Designated Depositary Account Bank is no longer acceptable in Agent’s reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon the request by Agent, Agent and each Each Grantor shall enter into an Account a bank agency and control agreement ("Bank Agency and Control Agreement Agreement"), in a form specified by Agent, with each financial institution at with which such Grantor maintains any Deposit Account (other than payroll accounts or employee benefit accounts to the extent such accounts are used for these limited purposes), including, without limitation, the respective Deposit Accounts set forth on Schedule V hereto (each such Deposit Account, and any other Deposit Account which from time to time hereafter shall be subject to an Account Control Agreement is herein referred to as a “Designated any Deposit Account”). Each Account Bank Agency and Control Agreement shall provide, except as otherwise agreed upon by Agent in its Permitted Discretion, among other things, that (a) all items of payment deposited in each Designated Deposit Account subject thereto shall be held by the applicable financial institution (each financial institution party to an Account Control Agreement is herein referred to as a “Designated Depositary Account Bank”), as agent Agent or bailee-in-possession for Agent, on behalf of the Lender Partiesitself and Lenders, (b) the Designated Depositary Account Bank financial institution executing such Account Control Agreement agreement has no rights of offset or recoupment of any other claim against any Designated Deposit Account subject thereto, as the case may be, other than for customary payment of its services and other charges directly related to the administration of each such Designated Deposit Account and for returned checks or other returned items of payment, and (c) solely to the extent permitted by the immediately following sentenceprovided below, the applicable Designated Depositary Account Bank financial institution will transfer all amounts held or deposited from time to time in any such Designated Deposit Account as Agent may so direct in a written notice of sole control. Agent agrees that it will not deliver a notice of sole control to a Designated Depositary Account Bank as contemplated by the pertinent Account Control Agreement until such time as an Event of Default has occurred and is continuingdirect. Each Grantor hereby grants to Agent, for the benefit of the Lender PartiesAgent and Lenders, a continuing lien upon, and security interest in, all Designated Deposit Accounts now or at any time hereafter established and/or maintained by such Grantor accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of any Designated Depositary Account Bank for deposit into a Designated Deposit Accountsuch financial institutions, and each such Grantor acknowledges and agrees that each Designated Depositary Account Bank financial institution shall act as Agent’s 's agent in connection therewith as may be required pursuant to therewith. None of the pertinent Account Control Agreement. No Grantor Grantors shall establish any Deposit Account with any financial institution unless, unless prior to such establishment, Agent, thereto Agent and the applicable Grantor and such financial institution shall have entered into an Account a Bank Agency and Control AgreementAgreement satisfactory to Agent with such financial institution. Upon To the request of Agent from time to time after extent requested by the occurrence and during the continuance of an Event of DefaultAgent, each Grantor shall establish lockbox or blocked accounts (collectively, “"Blocked Accounts”") in such Grantor’s 's name with such banks as are acceptable to Agent in its Permitted Discretion (“Collecting Banks”), subject to an Account Control Agreement pursuant to which all Account Debtors shall directly remit all payments on Accounts and in which such Grantor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral, in the identical form in which such payment was made, whether by cash or check. In addition, Agent, for the benefit of the Lender Parties, may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Agent or such Grantor as customer (collectively, the “Concentration Accounts”). From and after receipt by any Collecting Bank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing (which notice shall only be delivered by Agent upon the occurrence and continuance of an Event of Default), all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts. Subject to the foregoing, each Grantor hereby agrees that all payments received by Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be subject to a valid and perfected first priority security interest in favor of Agent, for the benefit of the Lender Parties. No Grantor shall, nor shall any such Grantor permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and checks to be issued within the next two Business Days and amounts necessary to meet minimum balance requirements. Each Grantor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Grantor shall, acting as trustee for Agent and Lenders, receive any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor or any Affiliates, employees, agent, or other Persons acting for or in concert with such Grantor, and immediately upon receipt thereof, such Grantor or such Persons shall deposit the same or cause the same to be deposited in kind, in an account subject to an Account Control Agreement in accordance with the terms of this Security Agreement. If requested in writing by Agent in its Permitted Discretion, each Grantor shall close any of its Designated Deposit Accounts (and promptly establish replacement Designated Deposit Accounts with a Designated Depositary Account Bank) maintained with a Designated Depositary Account Bank which is the subject of a written notice from Agent that the creditworthiness of such Designated Depositary Account Bank or any of its affiliates is no longer reasonably acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Account Control Agreement of such Designated Depositary Account Bank is no longer acceptable in Agent’s reasonable judgment.

Bank Accounts; Collection of Accounts and Payments. Upon the request by Agent, Agent Lenders and each Grantor Borrower shall enter into an Account Control Agreement a bank agency agreement ("Bank Agency Agreement"), in a form specified by Lenders, with each financial institution at with which such Grantor Borrower maintains any Deposit Account (other than payroll accounts or employee benefit accounts to the extent such accounts are used for these limited purposes), including, without limitation, the respective Deposit Accounts set forth on Schedule V hereto (each such Deposit Account, and any other Deposit Account which from time to time hereafter shall be subject to an Account Control Agreement is herein referred to as a “Designated Deposit Account”any deposit accounts (general or special). Each Account Control Agreement shall provide, except as otherwise agreed upon by Agent in its Permitted Discretion, among other things, that (a) all items of payment deposited in each Designated Deposit Account subject thereto shall be held by the applicable financial institution (each financial institution party to an Account Control Agreement is herein referred to as a “Designated Depositary Account Bank”), as agent or bailee-in-possession for Agent, on behalf of the Lender Parties, (b) the Designated Depositary Account Bank executing such Account Control Agreement has no rights of offset or recoupment of any other claim against any Designated Deposit Account subject thereto, other than for customary payment of its services and other charges directly related Pursuant to the administration of each such Designated Deposit Account and for returned checks or other returned items of paymentBank Agency Agreements, if any, and (c) solely pursuant hereto, Borrower grants and shall grant to the extent permitted by the immediately following sentence, the applicable Designated Depositary Account Bank will transfer all amounts held or deposited from time to time in any such Designated Deposit Account as Agent may so direct in a written notice of sole control. Agent agrees that it will not deliver a notice of sole control to a Designated Depositary Account Bank as contemplated by the pertinent Account Control Agreement until such time as an Event of Default has occurred and is continuing. Each Grantor hereby grants to Agent, for the benefit of the Lender PartiesLenders, a continuing lien upon, and security interest in, all Designated Deposit Accounts now or at any time hereafter established and/or maintained by such Grantor accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of any Designated Depositary Account Bank for deposit into a Designated Deposit Accountsuch financial institutions, and such Grantor acknowledges and agrees that each Designated Depositary Account Bank shall act as Agent’s agent in connection therewith as may be required pursuant to the pertinent Account Control Agreement. No Grantor shall establish any Deposit Account with any financial institution unless, prior to such establishment, Agent, the applicable Grantor and such financial institution shall have entered into an Account Control Agreementact as Lenders' agent in connection therewith. Upon the request of Agent from time to time after the occurrence and during the continuance of an Event of Default, each Grantor Borrower shall establish lockbox lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Grantor’s Borrower's name with such banks as are acceptable to Agent in its Permitted Discretion Lenders (“"Collecting Banks”"), subject to an Account Control Agreement pursuant irrevocable instructions in a form specified by Lenders, to which the obligors of all Account Debtors Accounts shall directly remit all payments on Accounts and in which such Grantor Borrower will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral, Collateral in the identical form in which such payment was made, whether by cash or check. In addition, Agent, for the benefit of the Lender Parties, Lenders may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Agent or such Grantor as customer (collectively, the “Concentration Accounts”"Depository Account"). From and after receipt by any Collecting Bank of written notice from Agent Lenders to such Collecting Bank that an Event of Default has occurred and is continuing (which notice shall only be delivered by Agent upon the occurrence and continuance of an Event of Default)continuing, all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration AccountsDepository Account. Subject to the foregoing, each Grantor Borrower hereby agrees that all payments received by Agent or any Lender Lenders whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Agent or any Lender Lenders and whether on the Accounts or as proceeds of other Collateral or otherwise will be subject to a valid the sole and perfected first priority security interest in favor exclusive property of Agent, for the benefit of the Lender PartiesLenders. No Grantor shall, nor shall any such Grantor permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and checks to be issued within the next two Business Days and amounts necessary to meet minimum balance requirements. Each GrantorBorrower, and any of its Affiliates, employees, agents and agents, other Persons acting for or in concert with such Grantor Borrower shall, acting as trustee for Agent and Lenders, receive receive, as the sole and exclusive property of Lenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor Borrower or any Affiliates, employees, agent, or other Persons acting for or in concert with such GrantorBorrower, and immediately upon receipt thereofthereof subsequent to the establishment of any Blocked Accounts, such Grantor Borrower or such Persons shall deposit the same or cause the same to be deposited in kind, kind in an account subject to an Account Control Agreement in accordance with the terms of this Security Agreement. If requested in writing by Agent in its Permitted Discretion, each Grantor shall close any of its Designated Deposit Accounts (and promptly establish replacement Designated Deposit Accounts with a Designated Depositary Account Bank) maintained with a Designated Depositary Account Bank which is the subject of a written notice from Agent that the creditworthiness of such Designated Depositary Account Bank or any of its affiliates is no longer reasonably acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Account Control Agreement of such Designated Depositary Account Bank is no longer acceptable in Agent’s reasonable judgmentBlocked Account.

Bank Accounts; Collection of Accounts and Payments. Upon the request by Agent, Agent and each Grantor Debtor shall enter into an Account a bank agency and control agreement ("Bank Agency and Control Agreement Agreement"), in a form reasonably acceptable to Agent, with each financial institution at with which such Grantor Debtor maintains any Deposit Account (other than payroll accounts or employee benefit accounts to the extent such accounts are used for these limited purposes), including, without limitation, the respective Deposit Accounts set forth on Schedule V hereto (each such Deposit Account, and any other Deposit Account which from time to time hereafter any Deposit Accounts. Debtor shall be subject to an Account Control Agreement is herein referred to as a “Designated Deposit Account”). Each Account Control Agreement shall provide, except as otherwise agreed upon by Agent in its Permitted Discretion, among other things, that (a) all items of payment deposited in each Designated Deposit Account subject thereto shall be held by the applicable financial institution (each financial institution party to an Account Control Agreement is herein referred to as a “Designated Depositary Account Bank”), as agent or bailee-in-possession for Agent, on behalf of the Lender Parties, (b) the Designated Depositary Account Bank executing such Account Control Agreement has no rights of offset or recoupment of any other claim against any Designated Deposit Account subject thereto, other than for customary payment of its services and other charges directly related to the administration of each such Designated Deposit Account and for returned checks or other returned items of payment, and (c) solely to the extent permitted by the immediately following sentence, the applicable Designated Depositary Account Bank will transfer all amounts held or deposited from time to time in any such Designated Deposit Account as Agent may so direct in a written notice of sole control. Agent agrees that it will not deliver a notice of sole control to a Designated Depositary Account Bank as contemplated by the pertinent Account Control Agreement until such time as an Event of Default has occurred and is continuing. Each Grantor hereby grants to Agent, for the benefit of the Lender Parties, a continuing lien upon, and security interest in, all Designated Deposit Accounts now or at any time hereafter established and/or maintained by such Grantor and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of any Designated Depositary Account Bank for deposit into a Designated Deposit Account, and such Grantor acknowledges and agrees that each Designated Depositary Account Bank shall act as Agent’s agent in connection therewith as may be required pursuant to the pertinent Account Control Agreement. No Grantor shall establish any Deposit Account with any financial institution unless, unless prior to such establishment, Agent, the applicable Grantor thereto Agent and such financial institution Debtor shall have entered into an Account a Bank Agency and Control AgreementAgreement with such financial institution. Upon the request of Agent from time to time after the occurrence and during the continuance of an Event of Defaultby Agent, each Grantor Debtor shall establish lockbox lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Grantor’s Debtor's name with such banks as are acceptable to Agent in its Permitted Discretion (“"Collecting Banks”"), subject to an irrevocable instructions in a form specified by Agent ("Blocked Account and Control Agreement pursuant Agreement"), to which the obligors of all Account Debtors Accounts shall directly remit all payments on Accounts and in which such Grantor Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral, Collateral in the identical form in which such payment was made, whether by cash or check. In addition, Agent, for the benefit of the Lender PartiesAgent and Lenders, may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of Agent or such Grantor Debtor as customer (collectively, the “Concentration Accounts”"Depository Account"). From and after receipt by any Collecting Bank of written notice from Agent to such Collecting Bank that an Event of Default has occurred and is continuing (which notice shall only be delivered by Agent upon the occurrence and continuance of an Event of Default)continuing, all amounts held or deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration AccountsDepository Account. Subject to the foregoing, each Grantor Debtor hereby agrees that all payments received by Agent or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or Concentration Accounts or otherwise received by Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be subject to a valid the sole and perfected first priority security interest in favor exclusive property of Agent, for the benefit of the Lender PartiesLenders. No Grantor shall, nor shall any such Grantor permit any Subsidiary to, accumulate or maintain cash in any disbursement or payroll account, as of any date, in an amount in excess of checks outstanding against such account as of such date and checks to be issued within the next two Business Days and amounts necessary to meet minimum balance requirements. Each GrantorDebtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Grantor Debtor shall, acting as trustee for Agent and Lenders, receive receive, as the sole and exclusive property of Lenders, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of such Grantor Debtor or any Affiliates, employees, agent, or other Persons acting for or in concert with such GrantorDebtor, and immediately upon receipt thereof, such Grantor Debtor or such Persons shall deposit the same or cause the same to be deposited in kind, in an account subject to an Account Control Agreement in accordance with the terms of this Security Agreement. If requested in writing by Agent in its Permitted Discretion, each Grantor shall close any of its Designated Deposit Accounts (and promptly establish replacement Designated Deposit Accounts with a Designated Depositary Account Bank) maintained with a Designated Depositary Account Bank which is the subject of a written notice from Agent that the creditworthiness of such Designated Depositary Account Bank or any of its affiliates is no longer reasonably acceptable to Agent, or that the operating performance, funds transfer or availability procedures or performance with respect to any Account Control Agreement of such Designated Depositary Account Bank is no longer acceptable in Agent’s reasonable judgmentBlocked Account.