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

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent (individually and collectively, the "LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may reasonably require. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked Account. The Lockbox Agreements shall provide that the 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 from time to time (the "CONCENTRATION ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5 and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Credit. To the extent that any Accounts collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Account but are received by Borrower or any of their 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 two (2) Business Days), in the form received, to the Blocked Account for immediate transfer to the Concentration Account. 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 five (5) Business Day clearance period. If as the result of collections of Accounts and/or any other cash payments received by Borrower 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 Lockbox Agreements and operation of the Blocked Account, Borrower and its affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in the manner specified by Agent in its sole discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT"“Blocked Account”) with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"“Lockbox Bank”), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent in its Permitted Discretion (individually and collectively, the "LOCKBOX AGREEMENT"“Lockbox Agreement”), and such other agreements related thereto as Agent may reasonably requirerequire in its Permitted Discretion. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately on each Business Day will promptly transfer all funds paid into the Blocked Accounts into a depository account or accounts maintained by Agent or an affiliate Affiliate of Agent at such bank as Agent may communicate to Borrower from time to time (the "CONCENTRATION ACCOUNT"“Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Agent shall applyapply to the Obligations, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5 in such order and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditmanner as determined by Agent. To the extent that any Accounts collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Account but are received by Borrower or any of their affiliatesits Affiliates, 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 two (2) Business 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, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each material failure by Borrower to comply with any such terms which is not promptly remedied, Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared; provided, 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. 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, only for purposes of calculating interest hereunder, shall be subject to a five two (52) Business Day clearance period unless the net Advance balance is zero or a credit at the end of the day in which case collection swept to the Concentration Account for such day will not be subject to the two (2) Business Day clearance period. If as the result of collections of Accounts and/or any other cash payments received by Borrower 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 a Borrower, but shall be available to Borrower upon written request in accordance with the terms of this AgreementBorrower’s demand therefor. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of the Blocked Account, Borrower and its affiliates Subsidiaries shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in the manner specified by Agent in its sole discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Prior to the consummation of the transactions contemplated by this Agreement, the Borrower shall establish and maintain a lockbox together at the Borrower’s expense an account (the “Lockbox Account”) with a blocked account (individually depository institution satisfactory to the Lender into which all collections in respect of all Eligible Receivables and collectivelyproceeds of Eligible Inventory shall be deposited, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable pursuant to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent Lender in its sole discretion (individually and collectively, the "LOCKBOX AGREEMENT"“Lockbox Agreement”), and such other agreements related thereto . (The depository institution(s) in which the Lockbox Account is maintained are referred to as Agent may reasonably require. the “Lockbox Bank”.) The Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into agrees not to terminate the Blocked Lockbox Account. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Blocked Lockbox Accounts into a depository account or accounts owned and maintained by Agent Lender or an affiliate Affiliate of Agent Lender at such bank as Agent Lender may communicate to Borrower the Lockbox Bank from time to time (the "CONCENTRATION ACCOUNT"“Concentration Account”). Notwithstanding The Borrower agrees not to revoke such instructions and without limiting the Borrower hereby agrees not to change or direct the custodian thereof to modify such sweep order or to provide any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant or additional instructions to the Lockbox Agreement and this Section 2.5 and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditcustodian thereof. To the extent that any Accounts Account collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Lockbox Account but are received by Borrower or any of their affiliatesits Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent the Lender and Lenders and immediately promptly remitted (and in any event within two three (23) Business DaysDays of receipt), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the Blocked Lockbox 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, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by Borrower or any of its Affiliates to cause collections with respect to Eligible Receivables or any other payments to Borrower with respect to the Collateral to be deposited into the Lockbox Account as set forth in this Section 2.5, (a) Lender shall be entitled to assess Borrower with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default and (b) the Borrower hereby agrees and consents to entry of an order by a court of competent jurisdiction granting the Lender specific performance of the terms and provisions of this Agreement as to the Borrower. For purposes of determining Availability, all funds transferred to the Concentration Account in accordance with this Section shall be applied in accordance with the foregoing sentence as of the date of the transfer. For purposes of calculating interest, all funds transferred to the Concentration Account in accordance with this Section shall be subject to a four (4) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrower not included in items (iii) and (iv) below, for purposes of calculating (iii) to any interest then due and owing hereunder, shall be subject and (iv) to a five (5) Business Day clearance periodthe principal amount outstanding hereunder. If as the result of collections of Accounts and/or any other cash payments received by Borrower pursuant to this Section 2.5 there is a credit positive balance exists with respect to in favor of Borrower in the Concentration Account, such credit positive 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 Lockbox Agreements and operation of all or any of the Blocked AccountLockbox Accounts, Borrower and its affiliates Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(saccount(s) and in the manner specified by Agent Lender in its sole discretionPermitted Discretion so long as any amounts are outstanding under the Revolving Facility. Notwithstanding anything to the contrary contained herein, the Borrower hereby may direct certain payors of Accounts relating to the services provided under the Xxxxxxx Agreement or any other Services Outsourcing Agreement to remit payments with respect to such Accounts for deposit in the Segregated Account (as defined in the Xxxxxxx Agreement) or other account designated in the applicable Services Outsourcing Agreement; provided, however, such collections and proceeds shall be held in trust for the benefit of the Lender and promptly remitted in the ordinary course under the Xxxxxxx Agreement or other Services Outsourcing Agreement, from the Segregated Account or other account designated in the applicable Services Outsourcing Agreement to the Lockbox Account for immediate transfer to the Concentration Account.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Each Borrower shall maintain a one or more lockbox together with a blocked account accounts (individually and collectively, the "BLOCKED LOCKBOX ACCOUNT") with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent (individually and collectively, the "LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may reasonably require. Each Borrower shall ensure that all collections of their its respective Accounts and all other cash payments received by such Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Blocked Lockbox 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"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, the Lockbox Banks will immediately transfer such funds to the appropriate Account as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5 in such order and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditmanner as determined by Agent. To the extent that any Accounts collections of any Borrower or any other cash payments received by Borrower any Borrower, are not sent directly to the Blocked appropriate Lockbox Account but are received by any Borrower or any of their 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 two (2) Business Days), in the form received, to the Blocked Account appropriate Lockbox Account, and if a Default or Event of Default exists, for immediate transfer to the Concentration AccountAccount (except for Accounts payable by Medicaid/Medicare Account Debtors). Borrower acknowledges and agrees that compliance with the terms of this Section 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their affiliates to comply with any such terms, Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by 2.0% per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared; provided, 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. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be forwarded to Borrower promptly thereafter, or if a Default or Event of Default exists or a condition in Section 4.2 is not then satisfied, such funds shall be applied to reduce the Obligations under the Revolving FacilityFacility (as Agent shall determine in its sole discretion), but, for purposes of calculating interest hereunder, all such funds shall be subject to a five (5) four Business Day clearance period, whether or not the Obligations are paid. If as the result of collections of Accounts and/or any other cash payments received by any Borrower 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 a Borrower, but shall be available to the appropriate 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 Lockbox Agreements and operation of all or any of the Blocked AccountLockbox Accounts, each Borrower and its affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) accounts and in the manner specified by Agent in its sole discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent in its Permitted Discretion (individually and collectively, the "LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may reasonably requirerequire in its Permitted Discretion. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately on each Business Day will promptly transfer all funds paid into the Blocked Accounts into a depository account or accounts maintained by Agent or an affiliate Affiliate of Agent at such bank as Agent may communicate to Borrower from time to time (the "CONCENTRATION ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan Document, Agent shall applyapply to the Obligations, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5 in such order and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditmanner as determined by Agent. To the extent that any Accounts collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Account but are received by Borrower or any of their affiliatesits Affiliates, 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 two (2) Business 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, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each material failure by Borrower to comply with any such terms which is not promptly remedied, Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared; provided, 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. 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, only for purposes of calculating interest hereunder, shall be subject to a five three (53) Business Day clearance period. If as the result of collections of Accounts and/or any other cash payments received by Borrower 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 a Borrower, but shall be available to Borrower upon written request in accordance with the terms of this AgreementBorrower's demand therefor. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of the Blocked Account, Borrower and its affiliates Subsidiaries shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in the manner specified by Agent in its sole discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent from time to time (individually and collectively, the "LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may reasonably require. Irrespective of any Lockbox Agreement executed on or about the Closing Date, Agent reserves the right to require a replacement Lockbox Agreement with a Lockbox Bank if Agent determines in its Permitted Discretion the existing lockbox arrangement is not satisfactory. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked Account. The Lockbox Agreements shall provide that the 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 from time to time (the "CONCENTRATION ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section SECTION 2.5 in such order and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditmanner as determined by Agent. To the extent that any Accounts collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Account but are received by Borrower or any of their 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 two (2) Business 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, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by Borrower or any of their affiliates to comply with any such terms Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by five percent (5.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared; PROVIDED, 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. 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 five (5) Business Day clearance period. If as the result of collections of Accounts and/or any other cash payments received by Borrower pursuant to this Section SECTION 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower, but shall be available remitted to Borrower upon within two (2) Business Days after Borrower's written request in accordance with the terms of this Agreementrequest. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of the Blocked Account, Borrower and its affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in the manner specified by Agent in its sole discretionPermitted Discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Borrower shall maintain a lockbox together with a blocked account (individually and collectively, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent in its Permitted Discretion (individually and collectively, the "LOCKBOX AGREEMENT"), and such other agreements related thereto as Agent may reasonably requirerequire in its Permitted Discretion. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into the Blocked Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately on each Business Day will promptly transfer all funds paid into the Blocked Accounts into a depository account or accounts maintained by Agent or an affiliate Affiliate of Agent at such bank as Agent may communicate to Borrower from time to time (the "CONCENTRATION ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5 in such order and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditmanner as determined by Agent. To the extent that any Accounts collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Account but are received by Borrower or any of their affiliatesits Affiliates, 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 two (2) Business 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, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each material failure by Borrower to comply with any such terms which is not promptly remedied, Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared; provided, 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. 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, only for purposes of calculating interest hereunder, shall be subject to a five three (53) Business Day clearance period. If as the result of collections of Accounts and/or any other cash payments received by Borrower 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 a Borrower, but shall be available to Borrower upon written request in accordance with the terms of this AgreementBorrower's demand therefor. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of the Blocked Account, Borrower and its affiliates Subsidiaries shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in the manner specified by Agent in its sole discretion.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Prior to the consummation of the transactions contemplated by this Agreement, the Borrower shall establish and maintain a lockbox together at the Borrower’s expense an account (the “Lockbox Account”) with a blocked account (individually and collectivelydepository institution satisfactory to the Lender into which all collections in respect of all Eligible Receivables shall be deposited, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable pursuant to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent Lender in its sole discretion (individually and collectively, the "LOCKBOX AGREEMENT"“Lockbox Agreement”), and such other agreements related thereto . (The depository institution(s) in which the Lockbox Account is maintained are referred to as Agent may reasonably require. the “Lockbox Bank”.) The Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into agrees not to terminate the Blocked Lockbox Account. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Blocked Lockbox Accounts into a depository account or accounts owned and maintained by Agent Lender or an affiliate Affiliate of Agent Lender at such bank as Agent Lender may communicate to Borrower the Lockbox Bank from time to time (the "CONCENTRATION ACCOUNT"“Concentration Account”). Notwithstanding The Borrower agrees not to revoke such instructions and without limiting the Borrower hereby agrees not to change or direct the custodian thereof to modify such sweep order or to provide any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant or additional instructions to the Lockbox Agreement and this Section 2.5 and (b) received in connection with the disposition of assets, to the Obligations to be applied in the following order of priority: (i) first, to the payment of all outstanding Advances, (ii) second, to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of Creditcustodian thereof. To the extent that any Accounts Account collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Lockbox Account but are received by Borrower or any of their affiliatesits Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders the Lender and immediately remitted (and in any event within two one (21) Business DaysDay), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the Blocked Lockbox 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, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by Borrower or any of its Affiliates to cause collections with respect to Eligible Receivables or any other payments to Borrower with respect to the Collateral to be deposited into the Lockbox Account as set forth in this Section 2.5, Lender shall be entitled to assess Borrower with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default. For purposes of determining Availability, all funds transferred to the Concentration Account in accordance with this Section shall be applied in accordance with the foregoing sentence as of the date of the transfer. For purposes of calculating interest, all funds transferred to the Concentration Account in accordance with this Section shall be subject to a four (4) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrower not included in items (iii) and (iv) below, for purposes of calculating (iii) to any interest then due and owing hereunder, shall be subject and (iv) to a five (5) Business Day clearance periodthe principal amount outstanding hereunder. If as the result of collections of Accounts and/or any other cash payments received by Borrower pursuant to this Section 2.5 there is a credit positive balance exists with respect to in favor of Borrower in the Concentration Account, such credit positive 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 Lockbox Agreements and operation of all or any of the Blocked AccountLockbox Accounts, Borrower and its affiliates Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(saccount(s) and in the manner specified by Agent Lender in its sole discretionPermitted Discretion so long as any amounts are outstanding under the Revolving Facility.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Prior to the consummation of the transactions contemplated by this Agreement, the Borrower shall establish and maintain a lockbox together at the Borrower’s expense an account (the “Lockbox Account”) with a blocked account (individually depository institution satisfactory to the Lender into which all collections in respect of all Eligible Receivables and collectivelyproceeds of Eligible Inventory shall be deposited, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable pursuant to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent Lender in its sole discretion (individually and collectively, the "LOCKBOX AGREEMENT"“Lockbox Agreement”), . (The depository institution(s) in which the Lockbox Account is maintained are referred to as the “Lockbox Bank”.) The Borrower hereby agrees to direct each payor of an Account to remit all payments with respect to such Account for deposit in the Lockbox Account by (A) delivering to each such payor a notice containing such instructions and (B) identifying the Lockbox Account as the “pay to” address on all bills sent to payors of all Accounts. The Borrower further agrees not to change such other agreements related thereto as Agent may reasonably requiredirective to payors without the prior written consent of the Lender. The Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into agrees not to terminate the Blocked Lockbox Account. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Blocked Lockbox Accounts into a depository account or accounts owned and maintained by Agent Lender or an affiliate Affiliate of Agent Lender at such bank as Agent Lender may communicate to Borrower the Lockbox Bank from time to time (the "CONCENTRATION ACCOUNT"“Concentration Account”). Notwithstanding The Borrower agrees not to revoke such instructions and without limiting the Borrower hereby agrees not to change or direct the custodian thereof to modify such sweep order or to provide any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant or additional instructions to the Lockbox Agreement and this Section 2.5 and (b) received in connection custodian thereof. In the event the payors with respect to any Eligible Receivables receive any instruction whatsoever from or on behalf of the disposition of assets, Borrower indicating that collections with respect to the Obligations Eligible Receivables or proceeds of Eligible Inventory should be sent to any location other than the Lockbox Account, the Borrower hereby acknowledges and agrees that such actions would be applied in the following order an express violation of priority: (i) firstthis Agreement, would cause irreparable harm to the payment Lender for which there would be no adequate remedy at law, and agrees and consents to entry of all outstanding Advances, (ii) second, an order by a court of competent jurisdiction granting the Lender specific performance of the terms and provisions of this Agreement as to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of CreditBorrower. To the extent that any Accounts Account collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Lockbox Account but are received by Borrower or any of their affiliatesits Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders the Lender and immediately remitted (and in any event within two three (23) Business Days), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the Blocked Lockbox 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, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by Borrower or any of its Affiliates to cause collections with respect to Eligible Receivables or any other payments to Borrower with respect to the Collateral to be deposited into the Lockbox Account as set forth in this Section 2.5, Lender shall be entitled to assess Borrower with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default. For purposes of determining Availability, all funds transferred to the Concentration Account in accordance with this Section shall be applied in accordance with the foregoing sentence as of the date of the transfer. For purposes of calculating interest, all funds transferred to the Concentration Account in accordance with this Section shall be subject to a three (3) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrower not included in items (iii) and (iv) below, for purposes of calculating (iii) to any interest then due and owing hereunder, shall be subject and (iv) to a five (5) Business Day clearance periodthe principal amount outstanding hereunder. If as the result of collections of Accounts and/or any other cash payments received by Borrower pursuant to this Section 2.5 there is a credit positive balance exists with respect to in favor of Borrower in the Concentration Account, such credit positive 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 Lockbox Agreements and operation of all or any of the Blocked AccountLockbox Accounts, Borrower and its affiliates Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(saccount(s) and in the manner specified by Agent Lender in its sole discretionPermitted Discretion so long as any amounts are outstanding under the Revolving Facility or the Term Loan.

COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX. Prior to the consummation of the transactions contemplated by this Agreement, the Borrower shall establish and maintain a lockbox together at the Borrower’s expense an account (the “Lockbox Account”) with a blocked account (individually and collectivelydepository institution satisfactory to the Lender into which all collections in respect of all Eligible Receivables shall be deposited, the "BLOCKED ACCOUNT") with one or more banks reasonably acceptable pursuant to Agent (each, a "LOCKBOX BANK"), and shall execute with each Lockbox Bank one or more agreements reasonably acceptable to Agent Lender in its sole discretion (individually and collectively, the "LOCKBOX AGREEMENT"“Lockbox Agreement”), . (The depository institution(s) in which the Lockbox Account is maintained are referred to as the “Lockbox Bank”.) The Borrower hereby agrees to direct each payor of an Account to remit all payments with respect to such Account for deposit in the Lockbox Account by (A) delivering to each such payor a notice containing such instructions and (B) identifying the Lockbox Account as the “pay to” address on all bills sent to payors of all Accounts. The Borrower further agrees not to change such other agreements related thereto as Agent may reasonably requiredirective to payors without the prior written consent of the Lender. The Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower (other than direct proceeds of sales of equity securities and Subordinated Debt) are paid and delivered directly from Account Debtors and other Persons into agrees not to terminate the Blocked Lockbox Account. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Blocked Lockbox Accounts into a depository account or accounts owned and maintained by Agent Lender or an affiliate Affiliate of Agent Lender at such bank as Agent Lender may communicate to Borrower the Lockbox Bank from time to time (the "CONCENTRATION ACCOUNT"“Concentration Account”). Notwithstanding The Borrower agrees not to revoke such instructions and without limiting the Borrower hereby agrees not to change or direct the custodian thereof to modify such sweep order or to provide any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds (a) transferred into the Concentration Account pursuant or additional instructions to the Lockbox Agreement and this Section 2.5 and (b) received in connection custodian thereof. In the event the payors with respect to any Eligible Receivables receive any instruction whatsoever from or on behalf of the disposition of assets, Borrower indicating that collections with respect to the Obligations Eligible Receivables should be sent to any location other than the Lockbox Account, the Borrower hereby acknowledges and agrees that such actions would be applied in the following order an express violation of priority: (i) firstthis Agreement, would cause irreparable harm to the payment Lender for which there would be no adequate remedy at law, and agrees and consents to entry of all outstanding Advances, (ii) second, an order by a court of competent jurisdiction granting the Lender specific performance of the terms and provisions of this Agreement as to the payment of all interest, fees and expenses then due to Agent and the Lenders, (iii) third, to the payment of all amounts then due and payable on the outstanding Term Loans, and (iv) fourth, to all other Obligations, including the cash collateralization of the Letters of CreditBorrower. To the extent that any Accounts Account collections of Borrower or any other cash payments received by Borrower are not sent directly to the Blocked Lockbox Account but are received by Borrower or any of their affiliatesits Affiliates, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders the Lender and immediately remitted (and in any event within two one (21) Business DaysDay), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the Blocked Lockbox 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, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by Borrower or any of its Affiliates to cause collections with respect to Eligible Receivables or any other payments to Borrower with respect to the Collateral to be deposited into the Lockbox Account as set forth in this Section 2.5, Lender shall be entitled to assess Borrower with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default. For purposes of determining Availability, all funds transferred to the Concentration Account in accordance with this Section shall be applied in accordance with the foregoing sentence as of the date of the transfer. For purposes of calculating interest, all funds transferred to the Concentration Account in accordance with this Section shall be subject to a three (3) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrower not included in items (iii) and (iv) below, for purposes of calculating (iii) to any interest then due and owing hereunder, shall be subject and (iv) to a five (5) Business Day clearance periodthe principal amount outstanding hereunder. If as the result of collections of Accounts and/or any other cash payments received by Borrower pursuant to this Section 2.5 there is a credit positive balance exists with respect to in favor of Borrower in the Concentration Account, such credit positive 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 Lockbox Agreements and operation of all or any of the Blocked AccountLockbox Accounts, Borrower and its affiliates Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(saccount(s) and in the manner specified by Agent Lender in its sole discretionPermitted Discretion so long as any amounts are outstanding under the Revolving Facility.