Common use of COLLECTIONS; REPAYMENT; BORROWING AND LOCKBOX Clause in Contracts

COLLECTIONS; REPAYMENT; BORROWING AND LOCKBOX. If required by Agent in its Permitted Discretion, Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT") with such banks as are acceptable to Agent in its Permitted Discretion (each, a "BLOCKED ACCOUNT BANK"), and shall execute with each Blocked Account Bank one or more agreements acceptable to Agent in its Permitted Discretion (individually and collectively, the "BLOCKED ACCOUNT AGREEMENT"), and such other agreements related thereto as Agent may require in its Permitted Discretion. If requested by Agent in its Permitted Discretion, Borrower shall ensure that all collections of its Accounts and all proceeds of Inventory and all other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) are paid and delivered only into the Blocked Account. The Blocked Account Agreements shall provide that the Blocked Account Banks immediately will transfer all funds paid into the Blocked Accounts into a depository account or accounts maintained by Agent or an Affiliate of Agent at such bank as Agent may communicate to Borrower from time to time (the "CONCENTRATION ACCOUNT"). Borrower at all times shall ensure that the proceeds of credit card payments from each credit card processor which processes credit card payments made by Borrower's customers immediately be transferred on a daily basis into the Concentration Account or Blocked Account, as determined by Agent. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall have the right to apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Blocked Account Agreement and this Section 2.5 to the payment of the Loans together with accrued interest thereon and all other Obligations, such payment to be applied first, to all then unpaid fees and expenses; second, to all accrued and unpaid interest on the Loans at the Higher Applicable Rate; third, to all accrued and unpaid interest on the Loans at the Base Applicable Rate; fourth, to the principal amount of the Loans accruing interest at the Higher Applicable Rate; and fifth, to the principal amount of the Loans accruing interest at the Base Applicable Rate, in each case at such time and in such manner as Agent shall decide in its Permitted Discretion. To the extent that any proceeds of Accounts of Borrower, proceeds of Borrower's Inventory or any other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) or proceeds of credit card payments are not sent directly to the Blocked Account or Concentration Account, as determined by Agent, but are received by Borrower or any of its Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within five (5) calendar days), in the form received, to the Blocked Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 2.5 is an essential term of this Agreement, and that nothing shall prevent Agent from considering any failure to comply with the terms of this Section 2.5 to be an Event of Default or from taking any action or exercising any right or remedy available to Agent or any Lender with respect to any Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but for purposes of calculating interest hereunder, shall be subject to a two (2) Business Day clearance period. If as a result of collections of Accounts, proceeds of Inventory and/or any other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) pursuant to this Section 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of Borrower but shall be available to Borrower upon written request in accordance with the terms of this Agreement. If applicable, at any time prior to the execution of all or any of the Blocked Account Agreements and operation of the Blocked Account, Borrower and its Affiliates shall direct all collections or proceeds they receive on Accounts or Inventory or from other Collateral or any other cash payments (other than direct proceeds of sales of Permitted Securities) received by Borrower or such Affiliate, as applicable, to the accounts(s) and in the manner specified by Agent in its Permitted Discretion.

COLLECTIONS; REPAYMENT; BORROWING AND LOCKBOX. If required by Agent in its Permitted Discretion, Borrower (a) As to the Credit Parties other than the Canadian Credit Parties, (i) Each such Credit Party shall establish and maintain a lockbox together with a blocked account (individually and collectively, the "US BLOCKED ACCOUNTACCOUNTS") with such one or more banks as are acceptable to Agent in its Permitted Discretion (each, a "BLOCKED ACCOUNT LOCKBOX BANK"), and shall execute with each Blocked Account Lockbox Bank one or more agreements acceptable to Agent in its Permitted Discretion (individually and collectively, the "BLOCKED ACCOUNT LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may require in its Permitted Discretionrequire. If requested by Agent in its Permitted DiscretionIn such event, Borrower each such Credit Party shall ensure that all collections of its Accounts and all proceeds of Inventory and all other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) such Credit Party are paid and delivered only directly from Account Debtors and other Persons into the US Blocked Account. Accounts. (ii) The Blocked Account Lockbox Agreements shall provide that the Blocked Account Lockbox Banks immediately will transfer all funds paid into the US Blocked Accounts into a depository account or accounts maintained by Agent or an Affiliate of Agent at such bank as Agent may communicate to Borrower each Credit Party from time to time (the "US CONCENTRATION ACCOUNT"). Borrower at all times shall ensure that the proceeds of credit card payments from each credit card processor which processes credit card payments made by Borrower's customers immediately be transferred on a daily basis into the Concentration Account or Blocked Account, as determined by Agent. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall have the right to apply, on a daily basis, all funds transferred into the US Concentration Account pursuant to the Blocked Account Agreement Lockbox Agreements and this Section 2.5 2.16 to the payment of the Loans together with accrued interest thereon Obligations in such order and all other Obligationsmanner as determined by Agent. Further, under such payment to be applied firstcircumstances, to all then unpaid fees and expenses; second, to all accrued and unpaid interest on the Loans at the Higher Applicable Rate; third, to all accrued and unpaid interest on the Loans at the Base Applicable Rate; fourth, to the principal amount of the Loans accruing interest at the Higher Applicable Rate; and fifth, to the principal amount of the Loans accruing interest at the Base Applicable Rate, in each case at such time and in such manner as Agent shall decide in its Permitted Discretion. To the extent that any proceeds Account collections of Accounts of Borrower, proceeds of Borrower's Inventory any Credit Party or any other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) or proceeds of credit card payments any Credit Party are not sent directly to the US Blocked Account or Concentration Account, as determined by Agent, but are received by Borrower any Credit Party or any Affiliate of its Affiliatesany Credit Party, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders and immediately promptly remitted (and in any event within five one (51) calendar daysBusiness Day), in the form received, to the US Blocked Account for immediate transfer to the US Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 2.5 is an essential term of this Agreement, and that nothing shall prevent Agent from considering any failure to comply with the terms of this Section 2.5 to be an Event of Default or from taking any action or exercising any right or remedy available to Agent or any Lender with respect to any Event of Default. All funds transferred to the US Concentration Account for application to the Obligations under the US Revolving Facility shall be applied when available to reduce the Obligations under the US Revolving Facility, but but, for purposes of calculating interest hereunder, shall be subject to a two (2) Business Day clearance period. If as a the result of collections of Accounts, proceeds of Inventory Accounts and/or any other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) any Credit Party pursuant to this Section 2.5 2.16 a credit balance exists with respect to the US Concentration Account, such credit balance shall not accrue interest in favor of Borrower but any Credit Party. (iii) Without limiting the foregoing, and in addition thereto, on or prior to the Closing Date, or at any time thereafter, Agent and each such Credit Party shall be available enter into a bank agency agreement, in a form acceptable to Borrower upon written request Agent in accordance its Permitted Discretion (a "BANK AGENCY AGREEMENT"), with each financial institution with which such Credit Party maintains from time to time any deposit accounts (general or special). Pursuant to the Bank Agency Agreements and pursuant hereto, the applicable Credit Party grants and shall grant to Agent a continuing lien upon, and security interest in, all such 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 such financial institutions, and each such financial institution shall act as Agent's agent in connection therewith. Following the Closing Date, no such Credit Party shall establish any deposit account with any financial institution unless, prior thereto, Agent and such Credit Party shall have entered into a Bank Agency Agreement with such financial institution. (b) As to the Canadian Credit Parties, (i) Each Canadian Credit Party will establish blocked accounts with a bank acceptable to Agent (individually and collectively, the "CANADIAN BLOCKED ACCOUNTS" and together with the terms US Block Accounts, the "BLOCKED ACCOUNTS"). In such event, each such Credit Party shall ensure that all collections of its Accounts and all other cash payments received by such Credit Party are paid and delivered directly from Account Debtors and other Persons into the Canadian Blocked Accounts. (ii) The Canadian Credit Parties will transfer all funds received into a Canadian Blocked Account. The agreements governing such accounts will provide that all funds so deposited will be transferred into a depository account or accounts maintained by Agent or an Affiliate of Agent at such bank as Agent may communicate to the Canadian Credit Parties and the bank from time to time (the "CANADIAN CONCENTRATION ACCOUNT") at any time and in the amount designated by the Agent by written notice to the Canadian Credit Parties and the bank requiring either (i) either that a sweep occur at a set amount and on a set day or (ii) that thereafter the Agent requires a daily cash sweep. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply the funds transferred into the Canadian Concentration Account pursuant to this Section 2.16 to the Canadian Obligations of the Canadian Credit Parties in such order and manner as determined by Agent. Monthly or at such other period as shall the Agent request, the Canadian Borrower shall advise the Agent as to the deposits made and Agent shall track the deposits to the Canadian Blocked Account by the Canadian Credit Parties against available amounts for advance based on the Canadian Borrowing Base and will notionally consider the Canadian Revolving Loan to revolve as if applied and re-advanced based on such calculation for the purposes of this Agreement. If applicableFurther, at any time prior under such circumstances, to the execution extent that any Account collections of all or any of the Blocked Account Agreements and operation of the Blocked Account, Borrower and its Affiliates shall direct all collections or proceeds they receive on Accounts or Inventory or from other Collateral Canadian Credit Party or any other cash payments received by any Canadian Credit Party are not sent directly to the Canadian Blocked Account but are received by any Canadian Credit Party or any Affiliate of any Canadian Credit Party, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders and promptly remitted (and in any event within one (1) Business Day), in the form received, to the Canadian Blocked Account. Funds will be transferred to the Canadian Concentration Account for application to the Canadian Obligations (other than direct proceeds of sales of Permitted Securitiesthe Canadian Term Loans) received upon notice given by Borrower or such Affiliate, as applicable, the Agent to the accounts(sCanadian Borrower and the bank. It is the intention that notice and requirement to transfer funds will be made by the Agent (A) at the times that the Canadian Borrower is not in Default and does not have advances outstanding in excess of the Canadian Borrowing Base, when such funds are not required for the immediate business needs of the Canadian Borrower and (B) at any time that the Canadian Borrower is in Default or has advances outstanding in excess of the Canadian Borrowing Base, in amounts and at such times as determined by the Agent. The Canadian Borrower will at all times make the payments of interest, fees, costs and expenses, and the repayment required if at any time the amount of the Obligations under or related to the Canadian Revolving Loans exceeds the Canadian Borrowing Base, at the times required under this Agreement and failing which the Agent will forthwith notify the bank and require sweep and transfer from the Canadian Block Accounts to cover such amounts. (iii) Each Canadian Credit Party shall and hereby grants to Agent a continuing lien upon, and security interest in, all 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 manner specified by possession of such financial institutions, and each such financial institution shall act as Agent's agent in connection therewith. Following the Closing Date, no Canadian Credit Party shall establish any deposit account with any financial institution unless, prior thereto, Agent in shall be satisfied as to its Permitted DiscretionCanadian Blocked Account arrangements and security interest as to such account.

COLLECTIONS; REPAYMENT; BORROWING AND LOCKBOX. If required by Agent in its Permitted Discretion, Borrower Borrowers shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNTBlocked Account") with such one or more banks as are acceptable to Agent in its Permitted Discretion (each, a "BLOCKED ACCOUNT BANKLockbox Bank"), and shall execute with each Blocked Account Lockbox Bank one or more agreements acceptable to Agent in its Permitted Discretion (individually and collectively, the "BLOCKED ACCOUNT AGREEMENTLockbox Agreement"), and such other agreements related thereto as Agent may require in its Permitted Discretionrequire. If requested by Agent in its Permitted Discretion, Borrower Borrowers shall ensure that all collections of its their respective Accounts and all proceeds of Inventory and all other cash payments received by Borrower Borrowers (other than direct proceeds of sales of Permitted Securities) are paid and delivered only directly from Account Debtors and other Persons into the Blocked Account. The Blocked Account Lockbox Agreements shall provide that the Blocked Account Lockbox Banks immediately will transfer all funds paid into the Blocked Accounts into a depository account or accounts maintained by Agent or an Affiliate of Agent at such bank as Agent may communicate to Borrower Borrowers from time to time (the "CONCENTRATION ACCOUNTConcentration Account"). Borrower at all times shall ensure that the proceeds of credit card payments from each credit card processor which processes credit card payments made by Borrower's customers immediately be transferred on a daily basis into the Concentration Account or Blocked Account, as determined by Agent. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall have the right to apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Blocked Account Lockbox Agreement and this Section 2.5 to the payment of the Loans together with accrued interest thereon and all other Obligations, such payment to be applied first, to all then unpaid fees and expenses; second, to all accrued and unpaid interest on the Loans at the Higher Applicable Rate; third, to all accrued and unpaid interest on the Loans at the Base Applicable Rate; fourth, to the principal amount of the Loans accruing interest at the Higher Applicable Rate; and fifth, to the principal amount of the Loans accruing interest at the Base Applicable Rate, in each case at such time and in such order and manner as Agent shall decide in its Permitted Discretiondetermined by Agent. To the extent that any proceeds Accounts collections of Accounts of Borrower, proceeds of Borrower's Inventory Borrowers or any other cash payments received by Borrower (other than direct proceeds of sales of Permitted Securities) or proceeds of credit card payments Borrowers are not sent directly to the Blocked Account or Concentration Account, as determined by Agent, but are received by any Borrower or any of its Borrowers' Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within five two (52) calendar daysBusiness Days), in the form received, to the Blocked Account for immediate transfer to the Concentration Account. Borrower acknowledges Borrowers acknowledge and agrees agree that compliance with the terms of this Section 2.5 is an essential term of this Agreement, and that nothing shall prevent Agent from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default or from taking any action or exercising any right or remedy available to Agent or any Lender with respect to any Default or Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but but, for purposes of calculating interest hereunder, shall be subject to a two five (25) Business Day clearance periodcharge. If as a the result of collections of Accounts, proceeds of Inventory Accounts and/or any other cash payments received by Borrower Borrowers (other than direct proceeds of sales of Permitted Securities) pursuant to this Section 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of Borrower a Borrower, but shall be available to Borrower Borrowers upon written request in accordance with the terms of this Agreement. If applicable, at any time prior to the execution of all or any of the Blocked Account Lockbox Agreements and operation of the Blocked Account, Borrower Borrowers and its their Affiliates shall direct all collections or proceeds they receive on Accounts or Inventory or from other Collateral or any other cash payments payment received by Borrowers (other than direct proceeds of sales of except for Permitted Securities) received by Borrower or such Affiliate, as applicable, to the accounts(s) and in the manner specified by Agent in its Permitted Discretion.