Collection Accounts, Etc. (a) Annex F hereto accurately sets forth, as of the date of this Agreement, for each Grantor, each Collection Account maintained by such Grantor (including a description thereof and the respective account number), the name of the respective bank with which such Collection Account is maintained, and the jurisdiction of the respective bank with respect to such Collection Account. With respect to each Collection Account, the applicable Grantor shall cause the applicable bank with which such Collection Account is maintained to execute and deliver to the Collateral Agent, within 90 days (or such later date as the Collateral Agent may agree in its sole discretion) after the date of this Agreement or, if later, within 90 days (or such later date as the Collateral Agent may agree in its sole discretion) of the time of the establishment of the respective Collection Account, a Deposit Account Control Agreement in a form reasonably acceptable to the Collateral Agent. Subject to the terms of the ABL/Term Intercreditor Agreement, if any bank with which a Collection Account is maintained refuses or is unable to, or does not, enter into such a "control agreement", then the applicable Grantor shall promptly close the applicable Collection Account and transfer all balances therein to a Collection Account meeting the requirements of this Section 3.8.
Collection Accounts, Etc. All payments by Borrower will be made as specified in the Loan Documents or as otherwise directed by Lender, without setoff, counterclaim or defense. Within 30 days of the Closing Date, Borrower shall establish and maintain at Lender, at the expense of Borrower, such blocked accounts or such lockboxes and related blocked accounts with Lender may specify (collectively, the “Collection Accounts”). Borrower shall use commercially reasonable efforts to cause all payments of Accounts and other Collateral to be remitted, and Borrower shall instruct and use commercially reasonable efforts to cause all Account Debtors obligated in respect of such Accounts to remit all payments, to the Collection Accounts or as otherwise directed by Lender. Without prior written consent of Lender, Borrower shall (i) not withdraw any funds from any Collection Account, (ii) cause all funds on deposit in or deposited into the Collection Accounts to be remitted to Lender, on a daily basis, at Lender's Account and (iii) execute and deliver to Lender, in form and substance satisfactory to Lender, a deposit account control agreement with respect to each Collection Account (collectively, the “Deposit Account Control Agreements”), including each Collection Account existing at the Closing Date and whether or not maintained at Lender. Each Deposit Account Control Agreement shall provide for remittance to Lender at Lender's Account, on a daily basis, of all funds on deposit in or deposited into the Collection Accounts. Lender is irrevocably authorized, at any time, to give instructions pursuant to such Deposit Account Control Agreements directing the disposition of funds in the Collection Accounts to Lender's Account or to such other account(s) as Lender may determine. If any Obligor receives payment or the proceeds of Collateral directly, Borrower shall or shall cause such other Obligor, as applicable, to promptly deposit, and in any event on or before the next Business Day following receipt thereof, such payment or proceeds into a Collection Account (or, prior to the opening of such Collection Accounts, to Lender's Account or as otherwise directed by Lender). Until so deposited, Borrower shall hold, or as applicable shall cause such Obligor to hold, all such payments and proceeds in trust for Lender without commingling with other funds or property. Borrower shall, at the request of Lender, deliver to Lender bank statements for the Collection Accounts and grant Lender access, including by all...
Collection Accounts, Etc. 8.7.1 Annex F to the Canadian Security Agreement accurately sets forth, as of the date of this Deed, for the Grantor, each Collection Account maintained by the Grantor (including a description thereof and the respective account number), the name of the respective bank with which such Collection Account is maintained, and the jurisdiction of the respective bank with respect to such Collection Account. With respect to each Collection Account, the Grantor shall cause the applicable bank with which such Collection Account is maintained to execute and deliver to the Attorney, within 90 days (or such later date as the Attorney may agree in its sole discretion) after the date of this Deed or, if later, within 90 days (or such later date as the Attorney may agree in its sole discretion) of the time of the establishment of the respective Collection Account, a Deposit Account Control Agreement in a form reasonably acceptable to the Attorney. Subject to the terms of the ABL/Term Intercreditor Agreement, if any bank with which a Collection Account is maintained refuses or is unable to, or does not, enter into such a “control agreement”, then the Grantor shall promptly close the applicable Collection Account and transfer all balances therein to a Collection Account meeting the requirements of this Section 8.7.
