Common use of Cash Management Systems Clause in Contracts

Cash Management Systems. (a) Holdings shall (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by any Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated in accordance with the terms hereof) to be subject to Control Agreements with the applicable Cash Management Bank with respect to such Cash Management Account, (x) with respect to any such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts).

Cash Management Systems. (a) Holdings Each Loan Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than, so long as such accounts are not collateral under agreements, instruments or documents evidencing or governing any other Indebtedness, (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by any Credit Party payroll account so long as such payroll account is a zero balance account, (other than ii) withholding tax and fiduciary accounts and (iii) any Segregated Governmental Account (such accounts in clauses (i), (ii) and (iii), the “Excluded Accounts”)) as set forth on Schedule XI (as such schedule may be updated in accordance with the terms hereof) to be subject to Control Agreements with the applicable Cash Management Bank with respect to such Cash Management Account, (x) with respect to any such Cash Management Accounts maintained on of and after the Closing Date; provided, within 90 however, that the Loan Parties shall have until the date that is thirty (30) days following the Closing Date (or such later date as may be agreed to by the Agents Required Lenders in their sole discretion) to comply with the provisions of this Section 6.11 with regard to such accounts (other than Excluded Accounts) of the Loan Parties existing on the Closing Date. (b) In addition, in order to segregate and to facilitate perfection of the Agent’s security interest and Lien (for the benefit of the Secured Parties) in funds received from Governmental Payors making payments under Medicare or Medicaid, if any, the Loan Parties agree that the Loan Parties shall (i) segregate collections made from Governmental Payors making payments under Medicare or Medicaid from collections made from all other account debtors and customers of the applicable Loan Parties, including by (A) notifying all payors (other than Governmental Payors making payments under Medicare or Medicaid) then instructed to make payments to such Loan Parties’ deposit accounts to make payments to a deposit account subject to a Control Agreement, and (yB) notifying all Governmental Payors making payments under Medicare or Medicaid to make payments to a Segregated Governmental Account, and (ii) enter into, and cause each applicable depository to enter into, a “sweep” agreement (a “Sweep Agreement”) with respect to each Segregated Governmental Account pursuant to which such depository will agree to sweep amounts deposited therein on daily basis to a deposit account of the Loan Parties subject to a Control Agreement in favor of Agent (for the benefit of the Secured Parties) as and when funds clear and become available in accordance with such depository’s customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Required Lenders. Any change by any Loan Party in the sweep instructions set forth in such Cash Management Accounts acquired Sweep Agreement will cause an immediate Event of Default. To the extent any Person, whether a Governmental Payor or otherwise, remits payments to an incorrect deposit account or otherwise makes payments not in a Permitted Acquisition accordance with the provisions of this Section 6.11 or an applicable Loan Party’s payment direction, such Loan Party shall contact such Person and use its commercially reasonable efforts to redirect payment from such Person in accordance with the terms hereof and with applicable Health Care Laws. Each of Agent and each Lender agrees and confirms that the Loan Parties will have sole dominion and “control” (within the meaning of Section 9-104 of the UCC and the common law) over each Segregated Governmental Account and all funds therein, and each of Agent and each Lender disclaims any new Cash Management Accounts opened right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Segregated Governmental Account from time to time. Notwithstanding the foregoing, the Loan Parties shall have until ninety (90) days after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents Required Lenders in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement comply with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in provisions of this Section 6.11(b) with regard to such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts).arrangements. Section 6.12

Cash Management Systems. (a) Holdings Each Credit Party shall (i) use commercially reasonable efforts enter into, and cause each depository, securities intermediary or commodities intermediary to cause all Cash Management Accounts enter into, Control Agreements providing for “springing” cash dominion with respect to each deposit, securities, commodity or similar account maintained by any such Credit Party (other than Excluded Accounts(a) any payroll account so long as such payroll account is a zero balance account, (b) xxxxx cash accounts, amounts on deposit in which do not exceed $10,000 in the aggregate at any one time and (c) withholding tax and fiduciary accounts) as set forth of and after the Closing Date. With respect to collection accounts subject to “springing” Control Agreements, (y) unless and until either (1) an Event of Default has occurred and is continuing, or (2) Availability falls below $1,000,000 for five consecutive Business Days at any time during the first 89 days following the Closing Date, or (3) Availability falls below $3,600,000 for five consecutive days at any time on Schedule XI or after the 90th day following the Closing Date, Agent shall not deliver to the relevant depository, securities, intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by Agent, and (z) subject to the agreement of the relevant depository, securities, intermediary or commodities intermediary, exclusive control shall return to “springing” cash dominion if Availability equals or exceeds $3,600,000 for 90 consecutive days so long as no Event of Default is otherwise continuing at such schedule may be updated time. With respect to disbursement accounts subject to “springing” Control Agreements, unless and until an Event of Default has occurred and is continuing, Agent shall not deliver to the relevant depository, securities, intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such account by Agent. The Credit Parties shall not maintain cash on deposit in accordance with the terms hereof) disbursement accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to be meet minimum balance requirements. The Credit Parties shall establish lockboxes subject to Control Agreements with the applicable Cash Management Bank with respect and direct all Account Debtors to such Cash Management Account, (x) with respect to any such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer remit all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)those lockboxes.

Cash Management Systems. (a) Holdings shall The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Agent.

Cash Management Systems. (a) Holdings shall The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts).Agent. 162

Cash Management Systems. (a) Holdings The Credit Parties shall at all times (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any 124 endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Agent.

Cash Management Systems. (a) Holdings shall (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by any Each Credit Party shall enter into, and cause each applicable depository institution, securities intermediary or commodities intermediary to enter into, in each case, within ninety (other than Excluded Accounts90) as set forth on Schedule XI (as such schedule may be updated in accordance with days of the terms hereof) to be subject to Closing Date, one or more Control Agreements with the applicable Cash Management Bank (and lockbox arrangements with respect to any Collection Account) providing for "springing" cash dominion (including providing for "control" there over as such Cash Management Accountterm is defined in the Securities Transfer Act (2006) (Ontario) or other applicable law, (xincluding the Civil Code of Quebec, in respect of Canadian Collateral) with respect to any such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management each Control Account (other than any Cash Management Account held with TD BankDisbursement Accounts) and each securities, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in commodity or similar account maintained by such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day Credit Party as of the end Closing Date or within ninety (90) days of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit establishment or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect acquisition of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Control Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Disbursement Accounts), securities, commodity or similar account established or otherwise acquired by such Credit Party after the Closing Date. In addition, if and to the extent requested by Agent, within ninety (90) days of such request, each Credit Party shall enter into one or more Control Agreements providing for "springing" cash dominion over all Control Accounts that constitute Disbursement Accounts maintained by such Credit Party as of the Closing Date or established or otherwise acquired by such Credit Party after the Closing Date. With respect to any Control Accounts subject to such "springing" Control Agreements, unless a Dominion Period has occurred and is continuing, Agent shall not deliver to the relevant depository institution, securities intermediary or commodities intermediary a notice or other instruction requiring such Person to transfer funds held in such Control Accounts to the Collection Account. The Credit Parties shall not maintain cash on deposit in Disbursement Accounts in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. Notwithstanding the foregoing, RA Intermediate shall not be required to comply with this Section 4.11 with respect to deposit accounts, securities, commodity or similar account, until the aggregate amount of funds in such accounts exceed $1,000,000.

Cash Management Systems. (a) Holdings Within thirty (30) days following execution of this Agreement, the Borrower shall (i) use commercially its reasonable best efforts to cause establish and, once established, shall continue to maintain, at its expense, blocked accounts at the banks identified at level A on Schedule “I” hereto as determined by the Lender (“Blocked Accounts”) into which the Borrower shall promptly deposit all Cash Management Accounts maintained by any Credit Party (funds received from all sources other than Excluded Cash but including, without limitation, all account receivable payments, cash sales receipts, credit card payments, any and all refunds received from any source whatsoever and any proceeds of any advances or other loans made to them and shall direct their account debtors that remit payments by electronic funds transfers to directly remit all payments into the Blocked Accounts) . For greater certainty, the Borrower’s agreement to use its reasonable best efforts to establish the Blocked Accounts shall not require the Borrower to change any of its banking relationships if a bank refuses to establish the Blocked Accounts contemplated hereby. Until the Blocked Accounts are established as set forth on Schedule XI (as such schedule may be updated aforesaid, or if the Borrower, following the use of its reasonable best efforts to do so, is unsuccessful in accordance with establishing some or all of the terms hereof) to be subject to Control Agreements with the applicable Cash Management Bank Blocked Accounts contemplated hereby then, with respect to such Cash Management Accountthose banks where it is unable to do so, (x) with respect to any such Cash Management Accounts maintained the Borrower shall, on the Closing Datea daily basis, within 90 days following the Closing Date (or such later date as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) wire transfer to the extent that any Cash Management Initial Blocked Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified all monies in clause (i), transfer all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), Borrower’s deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (accounts other than Excluded Accounts)Cash (including, without limitation, all of the accounts shown on Schedule “I” hereto) and which monies shall thereafter be transferred to the Lender by way of cash sweeps of the Blocked Accounts by the Blocked Account Banks pursuant to the Blocked Account Agreements to be held by the Lender as cash collateral pursuant to the agreement contemplated in Paragraph 13(e) of this Agreement.

Cash Management Systems. (a) Holdings The Borrower shall, and shall (i) use commercially reasonable efforts to cause all its Subsidiaries to, establish and maintain the Cash Management Accounts maintained by any Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated in accordance with the terms hereof) Systems described below: Prior to be subject to Control Agreements with the applicable Cash Management Bank with respect to such Cash Management Account, (x) with respect to any such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date and for so long as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition Loan or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) belowother Obligation is outstanding, within 90 days (or such later date as may be agreed Borrower shall deposit and shall cause its Subsidiaries to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second first Business Day after the date of receipt thereof, all proceeds cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any Collateraland all Collateral into bank accounts in Borrower's name or such Subsidiary's name (collectively, the "Borrower Accounts") at banks set forth on Schedule 3.22. Prior to the Closing Date, Borrower shall have established a concentration account in Borrower's name (the "Concentration Account") at LaSalle National Bank, which shall be designated as the Concentration Account bank on Schedule 3.22, in accordance with a blocked account agreement in form and substance satisfactory to Agent, in its sole discretion. Prior to the Closing Date, LaSalle National Bank, as Concentration Account bank, and all collections (of the banks set forth on Schedule 3.22 with which Borrower or any Subsidiary thereof has any relationship other than as the holder of a nature susceptible deposit account, including by way of example any mortgage or other lending relationship (each such bank a "Relationship Bank"), shall have entered into triparty blocked account agreements with Agent, for the benefit of itself and Lenders, and Borrower and/or each such Subsidiary, as applicable, in form and substance acceptable to a deposit in a Agent, which shall become operative prior to the Closing Date at LaSalle National Bank, as the bank account) where the Concentration Account is maintained, and all Relationship Banks at which Borrower Accounts are maintained. Borrower shall clearly designate each bank which is a Relationship Bank as such on Schedule 3.22. Each such blocked account agreement shall provide, among other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateralthings, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts).that:

Cash Management Systems. (a) Holdings The Credit Parties shall at all times (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Agent.

Cash Management Systems. (a) Holdings Each Credit Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “full” cash dominion with respect to each of its deposit, securities, commodity or similar accounts maintained by such Person (other than any payroll account, any zero balance account, any withholding tax account, any trust or fiduciary account, any xxxxx cash accounts with amounts on deposit of less than $250,000 in the aggregate at any one time for all such xxxxx cash accounts, any Segregated Governmental Account and other exceptions explicitly set forth in clauses (b), (c) and (d) of this Section 4.11) as of or after the Closing Date. For purposes of computing interest and fees any payments made to Agent through such accounts shall be deemed received on the Business Day following the Business Day on which immediately available funds are received by Agent prior to 1:00 p.m. (New York time) with respect to such payment, and any payment which is received by Agent through such accounts later than 1:00 p.m. (New York time) on any Business Day or at any time on a day that is not a Business Day shall be deemed to have been received on the second succeeding Business Day. In addition, at Agent’s request, Credit Parties will enter into Control Agreements providing for springing cash dominion over disbursement accounts as of the Closing Date, except as set forth in the preceding sentences. At any time that there is no Term Loan (including any Incremental Term Loan) outstanding and either (i) use commercially reasonable efforts the aggregate amount of outstanding Obligations exceeds $5,000,000 or (ii) a Default or Event of Default exists, the Credit Parties shall not maintain cash on deposit in disbursement accounts in excess of $5,000,000 plus the amount of outstanding checks and wire transfers payable from such accounts and amounts necessary to cause all Cash Management Accounts maintained by any meet minimum balance requirements. The Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated in accordance with the terms hereof) to be Parties shall establish deposit accounts at Comerica Bank or another Lender subject to Control Agreements with providing for “full” cash dominion (collectively, the applicable Cash Management Bank with respect “Controlled Collateral Account”) and direct all Account Debtors to remit all payments directly to such Cash Management AccountControlled Collateral Account (except that, in those of Governmental Payors making payments under Medicare or Medicaid, the Credit Parties shall establish, and direct such Governmental Payors to remit all payments to, a Segregated Governmental Account at Comerica Bank or another Lender). Notwithstanding the foregoing, the Credit Parties may instruct Account Debtors to make payment to an alternate address for electronic deposit capture (x) with respect to any “EDC Payments”), which such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date as may EDC Payments shall be agreed to immediately deposited by the Agents Credit Parties in their sole discretion) and (y) with respect to the Controlled Collateral Account; provided that, in the event the aggregate amount of EDC Payments in any such Cash Management Accounts acquired in a Permitted Acquisition three calendar month period ending on or any new Cash Management Accounts opened after the Closing Date exceeds 40% of the aggregate Account collections in accordance with Section 10.20(c) belowsuch period, within 90 days (or at any time a Default or Event of Default has occurred and is continuing, the Credit Parties shall, promptly upon Agent’s request, establish lockboxes subject to Control Agreements at Comerica Bank and direct all such later date as may be agreed Account Debtors to by the Agents in their sole discretion) following the date of make payment to such Permitted Acquisition lockboxes or the date any such new Cash Management Account is opened, and (ii) to the extent that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall not, and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account unless the Controlled Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Account.

Cash Management Systems. (a) Holdings shall The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt DMFIRM #406105327 v2 146 thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Agent.

Cash Management Systems. Each Credit Party shall enter into, and cause each depository to enter into, Control Agreements providing for “springing” cash dominion with respect to each Collection Account and each Concentration Account maintained by such Person (aother than any account that constitutes an Excluded Bank Account) Holdings as of or after the Closing Date. Each Credit Party shall (i) use commercially reasonable efforts to enter into, and cause all Cash Management Accounts each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each deposit, securities, commodity or similar account maintained by any Credit Party such Person (other than any account that constitutes an Excluded AccountsBank Account) as set forth on Schedule XI (as such schedule may be updated in accordance with the terms hereof) that does not constitutes a Collection Account or a Concentration Account. With respect to be accounts subject to “springing” Control Agreements with Agreements, Agent and Lenders agree that the applicable Cash Management Bank with respect Agent shall only be authorized to deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction which provides for exclusive control over such Cash Management Accountaccount by Agent as follows: (i) at any time that an Event of Default is continuing, (x) the Agent may, and at the direction of Required Lenders shall, deliver such notices or instructions providing for exclusive control by the Agent with respect to any or all such Cash Management Accounts maintained on the Closing Date, within 90 days following the Closing Date (or such later date as may be agreed to by the Agents in their sole discretion) and (y) with respect to any such Cash Management Accounts acquired in a Permitted Acquisition or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days (or such later date as may be agreed to by the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened, accounts; and (ii) to at any time that Excess Availability is below $20.0 million, the extent Agent may, in its sole discretion, deliver such notices or instructions providing for exclusive control by the Agent over the Collection Accounts, provided, that any Cash Management Account (other than any Cash Management Account held with TD Bank, N.A.) cannot be made subject to if Excess Availability falls below $20.0 million as a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i), transfer all amounts in such Cash Management Account to a Cash Management Account subject to a Control Agreement within 1 Business Day result of the end of such timeframe and procure that no further deposits are made into such account and the account is closed, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred to in paragraph (i), deposit or cause all Transmission Agents to deposit promptly, and in any event no later than the second Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (imposition by Agent of a nature susceptible to a deposit in a bank account) and all other amounts received by any Credit Party (including payments made by Transmission Agents directly to any Credit Party and remittances on credit card sales) in each case in respect of Collateralnew or increased Reserve, into a Cash Management Account and (B) shall not, and then the Agent shall not permit any other deliver such notices or instructions unless such circumstance continues for the Designated Period. The Credit Party to, Parties shall not maintain cash, cash or Cash Equivalents or other amounts on deposit in any deposit account or securities account unless the Collateral Agent shall have received (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements. The Credit Parties shall (i) cause all Collections received by them each day to be deposited in a Collection Account or a Concentration Account within two (2) Business Days following receipt and (ii) direct all Account Debtors to remit all payments directly to Collection Accounts or any associated lockboxes. If (x) the Agent has exercised its right to take exclusive control over the Collection Accounts pursuant to Section 4.11 while no Event of Default is continuing and (y) a Cash Management Restoration Event is continuing, the Agent shall use commercially reasonable efforts following the Borrower’s request therefor to (A) restore control of such Collection Accounts to the applicable Credit Parties (subject to the continuing rights of Agent to assert exclusive control in the circumstances provided herein) and (B) so long as such control has not been restored to the applicable Credit Parties, instruct the depositaries in respect of the Collection Accounts for which the Agent has delivered notices of exclusive control pursuant to this Section 4.11, to transfer on a daily basis, all available amounts on deposit in such deposit account Collection Accounts to a Concentration Account that is subject to a Control Agreement. Notwithstanding the preceding sentence, the Agent shall not take any of the actions contemplated by clause (A) of the immediately preceding sentence on any date if control of the Collection Accounts has been restored to the applicable Credit Parties in accordance with the immediately preceding sentence two or securities account (other than Excluded Accounts)more times during the twelve-month period ended on such date.

Cash Management Systems. (a) Holdings shall The Credit Parties shall, as promptly as practicable after the Closing Date (and in any event within 90 days after the Closing Date, or such longer period as the Administrative Agent may agree to) and at all times thereafter, (i) use commercially reasonable efforts to cause all Cash Management Accounts maintained by their Customers on any and all Receivables of the Credit Party (other than Excluded Accounts) as set forth on Schedule XI (as such schedule may be updated Parties from time to time included in accordance with the terms hereof) Borrowing Base to be subject to Control Agreements with the applicable Cash Management Bank make all payments and remittances with respect to such Cash Management Account, Receivables into one or more deposit accounts located with a depositary bank in the United States of America (x) or into one or more lockboxes established and maintained by a depositary bank in the United States of America and with respect to any which such Cash Management Accounts maintained on ​ 170 ​ depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the Closing Datesame into one or more deposit accounts located with it in the United States of America); provided that, within 90 days following in the Closing Date (case of payments or such later date as may be agreed to by the Agents in their sole discretion) and (y) remittances with respect to Receivables owed to any Discretionary Guarantor, a depositary bank located in the country or jurisdiction where such Cash Management Accounts acquired in a Permitted Acquisition Discretionary Guarantor is organized or any new Cash Management Accounts opened after the Closing Date in accordance with Section 10.20(c) below, within 90 days operates (or into one or more lockboxes established and maintained by a depositary bank located in the country or jurisdiction where such later date Discretionary Guarantor is organized or operates and with respect to which such depositary bank retrieves and process all checks and other evidences of payment so received at such lockbox and deposits the same into one or more deposit accounts located with it in the country or jurisdiction where such Discretionary Guarantor is organized or operates) (such deposit accounts being referred to as may be agreed the “Collection Deposit Accounts” and such lockboxes being referred to by as the Agents in their sole discretion) following the date of such Permitted Acquisition or the date any such new Cash Management Account is opened“Collection Lockboxes”), and (ii) to cause all proceeds of the extent that Disposition of any Cash Management Account ABL Priority Collateral (other than any Cash Management Account held with TD Bankproceeds of any Disposition of Inventory in the ordinary course of business, N.A.) cannot which shall be made subject to a Control Agreement with the applicable Cash Management Bank within the timeframes specified in clause (i) above), transfer all amounts in such Cash Management to be deposited directly into a Collection Deposit Account to a Cash Management Account subject to a Control Agreement within 1 Business Day of or the end of such timeframe and procure that no further deposits are made into such account and the account is closedConcentration Deposit Account, and, if notwithstanding this any deposits are made into such account, such amounts are immediately transferred to a Cash Management Account subject to a Control Agreement and (iii) after execution of such Control Agreements referred cause each Collection Deposit Account and the Concentration Deposit Account at all times to in paragraph be solely a collection account, and no Credit Party shall make any disbursements or other direct payments therefrom, and (i), iv) deposit or cause all Transmission Agents to deposit be deposited promptly, and in any event no later than the second three Business Day Days after the date of its receipt thereof, all proceeds in respect cash, checks, drafts or other similar items of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts payment received by it relating to or constituting payments or remittances with respect to any Receivables of any Credit Party from time to time included in the Borrowing Base into one or more Collection Deposit Accounts or Collection Lockboxes in precisely the form in which they are received (including payments made by Transmission Agents directly to but with any endorsements of such Credit Party and remittances on credit card sales) in each case in respect of Collateral, into a Cash Management Account and (B) shall notnecessary for deposit or collection), and shall not permit any other Credit Party to, maintain cash, Cash Equivalents or other amounts until they are so deposited to hold such payments in any deposit account or securities account unless trust for the benefit of the Collateral Agent shall have received a Control Agreement in respect of such deposit account or securities account (other than Excluded Accounts)Agent.