Common use of Establishment of a Lockbox Account, Dominion Account; Cash Dominion Clause in Contracts

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., or, with Agent’s prior written consent, such banks as may be selected by each such Loan Party and reasonably acceptable to Agent with respect to all of its deposit and other accounts (other than Restricted Accounts). As of the Closing Date and at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and Loan Parties shall (as agent and trustee for Agent) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties into the Blocked Accounts. If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for Agent) all such amounts and immediately pay all such amounts into a Blocked Account; provided, however, that, until such payment into a Blocked Account, all moneys so received will be held upon trust for and promptly remitted to Agent. Each Loan Party shall instruct all of its Customers to make all payments into a Blocked Account. All of the Blocked Accounts (but not the Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, establish Agent’s perfection and rights in such Blocked Accounts or other accounts under the UCC and other applicable law. All invoices for sales of Inventory or services by Loan Parties shall contain the address of the Blocked Accounts as the address for remittance of payment. The “control” agreements covering the Blocked Accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Event), (A) such bank or other institution shall comply with the instructions given by Agent with respect to such Blocked Accounts and funds therein without further consent by Loan Parties and (B) all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agent, and (ii) such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing). Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion Event, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., N.A. or, with Agentthe Lender’s prior written consent, such banks as may be selected by each such Loan Party and reasonably acceptable to Agent with respect the Lender (it being understood and agreed that, as of the Closing Date, the Existing Deposit Banks are reasonably acceptable to all of its the Lender despite the fact that the deposit and other accounts maintained at such Existing Deposit Banks (other than Restricted the “Existing Deposit Accounts”) are not lockbox accounts, dominion accounts or “blocked accounts”). As of the Closing Date and at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and Loan Parties shall (as agent and trustee for Agentthe Lender) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties into the Blocked AccountsAccounts (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as the Lender shall agree in writing), all Customers of Borrowers shall be remitting all payments to the Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A. or to a Blocked Account). If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for Agentthe Lender) all such amounts and immediately pay all such amounts into a Blocked Account (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as the Lender shall agree in writing), all amounts shall be remitted to Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., or to a Blocked Account); provided, however, that, until such payment into a Blocked AccountAccount or an Existing Deposit Account maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., all moneys so received will be held upon trust for and promptly remitted to Agentthe Lender. Each Loan Party shall instruct all of its Customers to make all payments into a Blocked Account (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as the Lender shall agree in writing), all Customers of Borrowers shall be remitting all payments to the Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A. or to a Blocked Account). All of the Blocked Accounts (but not the Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent the Lender satisfactory to, among other things, establish Agentthe Lender’s perfection and rights in such Blocked Accounts or other accounts under the UCC UCC, PPSA and other applicable law. All invoices for sales of Inventory or services by Loan Parties shall contain the address of the Blocked Accounts constituting Cash Receipt Accounts as the address for remittance of paymentpayment (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as the Lender shall agree in writing), all such invoices may contain the address of the Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A.). The “control” agreements covering the Blocked Accounts constituting Operating Accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent the Lender upon the occurrence and during the continuance of a Cash Dominion Eventan Event of Default), (A) such bank or other institution shall comply with the instructions given by Agent the Lender with respect to such Blocked Accounts and funds therein without further consent by Loan Parties and (B) all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agentthe Lender, and (ii) such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be reasonably acceptable to Agentthe Lender. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing)agreement. Neither Agent nor any The Lender assumes any no responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion Eventan Event of Default, Agent the Lender may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent the Lender at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent the Lender in lieu of depositing same to the Blocked Accounts. Notwithstanding the foregoing, no “control” agreement shall be required for (1) Restricted Accounts and (2) any deposit accounts maintained at the Existing Deposit Banks so long as (w) the existing cash management arrangements at the Existing Deposit Banks are terminated within ninety (90) days after the Closing Date (subject to Section 6.8), (x) with respect to all deposit accounts maintained at Xxxxx Fargo Bank, N.A. (other that the deposit account set forth in clause (y) below), Loan Parties shall, on each Business Day, remit all amounts in such deposit accounts directly to the Payment Account (as defined in the Revolving Loan Agreement), (y) with respect to deposit account no. 2000026543086 maintained at Xxxxx Fargo Bank, N.A., Loan Parties shall, on each Business Day, remit all amounts in excess of $500,000 in such deposit account directly to the Payment Account, and (z) with respect to all lockbox and collection accounts maintained at Bank of America, N.A., the Loan Parties shall, on each Business Day, remit all amounts in excess of C$400,000 in such accounts directly to the Payment Account.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., or, with Agent’s prior written consent, such banks as may be selected by each such Loan Party and reasonably acceptable to Agent with respect to all of its deposit and other accounts (other than Restricted Accounts)Agent. As of the Closing Date and at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and the Loan Parties shall (as agent and trustee for the Agent) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of the Loan Parties into the Blocked Accounts. If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for the Agent) all such amounts and immediately pay all such amounts into a Blocked Account; provided, however, that, until such payment into a Blocked Account, Account all moneys so received will be held upon trust for and promptly remitted to the Agent. Each Loan Party shall instruct ensure that all of its Customers are instructed to make all payments into a Blocked Account. All The Blocked Accounts, and any other deposit accounts or securities accounts of the Blocked Accounts any Loan Party (but not the other than Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, establish Agent’s perfection and rights in such Blocked Accounts or other accounts under the UCC and other applicable law. All invoices for sales of Inventory or services by the Loan Parties shall contain the address of the Blocked Accounts as the address for remittance of payment. The “control” agreements agreement covering the Blocked Accounts and any other deposit accounts and securities accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Event), (A) such bank or other institution shall comply with the instructions given by Agent with respect to such the Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts) and funds therein without further consent by Loan Parties Parties, that the proceeds of Collateral and (B) all amounts in other funds deposited into such Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts) shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agent (provided, that, the “control agreements” covering disbursement accounts that are solely used by the Loan Parties for making disbursements in the ordinary course of business and which at no time have funds in an aggregate amount of more than $200,000 as of the any two (2) consecutive Business Day period shall be subject to a “springing” dominion control agreement which, unless directed otherwise by the Agent, shall not require such daily transfers to the Agent) and (ii) that such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing). Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion EventDefault or Event of Default, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., Bank or, with Agent’s prior written consent, such banks as may be selected by each such Loan Party and reasonably acceptable to Agent with respect (it being understood and agreed that, as of the Closing Date, the Existing Deposit Banks are reasonably acceptable to all of its Agent despite the fact that the deposit and other accounts maintained at such Existing Deposit Banks (other than Restricted the “Existing Deposit Accounts”) are not lockbox accounts, dominion accounts or “blocked accounts”). As of the Closing Date and at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and Loan Parties shall (as agent and trustee for the Agent) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties into the Blocked AccountsAccounts (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as Agent shall agree in writing), all Customers of Borrowers shall be remitting all payments to Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., or to a Blocked Account). If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for the Agent) all such amounts and immediately pay all such amounts into a Blocked Account (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as Agent shall agree in writing), all amounts shall be remitted to Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., or to a Blocked Account); provided, however, that, until such payment into a Blocked AccountAccount or an Existing Deposit Account maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., all moneys so received will be held upon trust for and promptly remitted to the Agent. Each Loan Party shall instruct all of its Customers to make all payments into a Blocked Account (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as Agent shall agree in writing), all Customers of Borrowers shall be remitting all payments to the Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A., or to a Blocked Account). All of the Blocked Accounts (but not the Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, establish Agent’s perfection and rights in such Blocked Accounts or other accounts under the UCC UCC, PPSA and other applicable law. All invoices for sales of Inventory or services by Loan Parties shall contain the address of the Blocked Accounts constituting Cash Receipt Accounts as the address for remittance of paymentpayment (it being understood and agreed that, notwithstanding the foregoing, on or before the date that is ninety (90) days after the date hereof (or such later date as Agent shall agree in writing), all such invoices may contain the address of the Existing Deposit Accounts maintained with Xxxxx Fargo Bank, N.A. or Bank of America, N.A.). The “control” agreements covering the Blocked Accounts constituting Operating Accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Eventan Event of Default), (A) such bank or other institution shall comply with the instructions given by Agent with respect to such Blocked Accounts and funds therein without further consent by Loan Parties and (B) all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agent, and (ii) such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be reasonably acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing)agreement. Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion Eventan Event of Default, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts. Notwithstanding the foregoing, no “control” agreement shall be required for (1) Restricted Accounts and (2) any deposit accounts maintained at the Existing Deposit Banks so long as (w) the existing cash management arrangements at the Existing Deposit Banks are terminated within ninety (90) days after the Closing Date (subject to Section 6.8), (x) with respect to all deposit accounts maintained at Xxxxx Fargo Bank, N.A. (other that the deposit account set forth in clause (y) below), Loan Parties shall, on each Business Day, remit all amounts in such deposit accounts directly to the Payment Account, (y) with respect to deposit account no. 2000026543086 maintained at Xxxxx Fargo Bank, N.A., Loan Parties shall, on each Business Day, remit all amounts in excess of $500,000 in such deposit account directly to the Payment Account, and (z) with respect to all lockbox and collection accounts maintained at Bank of America, N.A., Loan Parties shall, on each Business Day, remit all amounts in excess of C$400,000 in such accounts directly to the Payment Account.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, one or more dominion account accounts or such other “blocked accountaccounts” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., Regions or, with Agent’s prior written consent, such other banks as may be selected by each such Loan Party and reasonably acceptable to Agent with respect to all of its deposit and other accounts (other than Restricted Accounts). In Agent’s sole discretion at any time following the Closing Date and at all times thereafter, each Loan Party shall additionally establish and maintain one or more lockboxes and related lockbox accounts under the sole dominion and control of Agent and all such lockboxes and related lockbox accounts shall, for purposes of this Agreement, be deemed and constitute additional Blocked Accounts. In the event such lockboxes and related lockbox accounts are established in accordance with the preceding sentence, each Loan Party shall direct their Customers to make payment of all of their Accounts to such lockbox addresses, for deposit by Agent into a Blocked Account, as determined by Agent, and application on a daily basis to the outstanding Advances and other Obligations in accordance with this Agreement. As of the Closing Date and at all times thereafterthereafter (unless Agent shall have required Loan Parties to establish lockboxes and related lockbox accounts in accordance herewith), other than (i) amounts properly on deposit in Restricted Accounts, and (ii) amounts on deposit in the Local Bank Accounts in an aggregate amount not to exceed Ten Million ($10,000,000) Dollars at any time for all Local Bank Accounts, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and Loan Parties shall (as agent and trustee for the Agent) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties into the Blocked Accounts. If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for the Agent) all such amounts and immediately pay all such amounts into a Blocked Account; provided, however, that, until such payment into a Blocked Account, all moneys so received will be held upon trust for and promptly remitted to the Agent. Each Unless Agent shall have required Loan Parties to establish lockboxes and related lockbox accounts in accordance herewith, each Loan Party shall either instruct all of its Customers to make all payments directly into a Blocked AccountAccount or deposit all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party into the Blocked Accounts. All of the Blocked Accounts and the Local Bank Accounts (but not the Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, establish Agent’s perfection and rights in such Blocked Accounts and the Local Bank Accounts or other accounts under the UCC and other applicable law. All invoices for sales of Inventory or services by Loan Parties shall contain the address of the Blocked Accounts as the address for remittance of payment. The “control” agreements covering the Blocked Accounts (other than Cash Receipt Accounts and Restricted Accounts) and the Local Bank Accounts shall provide that (iA) after delivery of a Control Notice (which may will be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Event), (A1) such bank or other institution shall comply with the instructions given by Agent with respect to such Blocked Accounts and the Local Bank Accounts and funds therein without further consent by Loan Parties and (B2) all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agent, for application on a daily basis to the outstanding Advances and other Obligations in accordance with this Agreement, and (iiB) such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts (other than Restricted Accounts)) and the Local Bank Accounts, subject to exceptions to such waiver of offset rights as shall be acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing). Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion Event, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of On or before the Closing Date applicable dates set forth in Schedule 8.3 and at all times thereafter, each Loan Party shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., Xxxxx Fargo or, with Agent’s prior written consent, such banks as may be selected by each such Loan Party and reasonably acceptable to Agent (it being understood that each Lender is acceptable for this purpose) with respect to all of its deposit and other accounts (other than Restricted Accounts). As of the Closing Date and at all times prior to the establishment of the Blocked Accounts in accordance with Schedule 8.3, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in any of the Cash Receipt Accounts set forth on Schedule 5.23 with respect to which Loan Parties shall establish the Blocked Accounts in accordance with Schedule 8.3. From and after the applicable dates set forth in Schedule 8.3 for establishment of the Blocked Accounts at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such Loan Party (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked Accounts, and . Loan Parties shall (as agent and trustee for the Agent) cause instruct each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties into such Cash Receipt Accounts (i.e., prior to establishment of the Blocked Accounts in accordance with Schedule 8.3) and into the Blocked Accounts, after establishment thereof in accordance with Schedule 8.3. If, for any reason any Customer makes payments on any Account or other Receivable directly to any Loan Party, such Loan Party shall collect (as agent and trustee for the Agent) all such amounts and immediately pay all such amounts into a Cash Receipt Account or a Blocked Account, as applicable, in accordance with the immediately preceding sentence; provided, however, that, until such payment into a Cash Receipt Account or a Blocked Account, as applicable, all moneys so received will be held upon trust for and promptly remitted to the Agent. Each Loan Party shall instruct all of its Customers to make all payments into a Blocked Account. All of the Blocked Accounts (but not the Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, establish Agent’s perfection and rights in such Blocked Accounts or other accounts under the UCC and other applicable law. All invoices for sales of Inventory or services by Loan Parties shall contain the address of such Cash Receipt Accounts (i.e., prior to establishment of the Blocked Accounts in accordance with Schedule 8.3) and the Blocked Accounts, after establishment thereof in accordance with Schedule 8.3, as the address for remittance of payment. The “control” agreements covering the Blocked Accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Event), (A) such bank or other institution shall comply with the instructions given by Agent with respect to such Blocked Accounts and funds therein without further consent by Loan Parties and (B) all amounts in such Blocked Accounts shall be transferred on a daily basis by such bank or other institution to the applicable Payment Account or such other account as may be designated by Agent, and (ii) such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the applicable Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing)Agent. Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion Event, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account; Cash Dominion. As of the Closing Date and at all times thereafter, each Loan Party Parties shall establish and maintain a lockbox account, dominion account or such other “blocked account” (together with the Cash Receipt Accounts and the Operating Accounts, collectively, the “Blocked Accounts”) with TD Bank, N.A., or, with Agent’s prior written consent, such banks bank as may be selected by each such Loan Party Parties and reasonably be acceptable to Agent with respect to all of its deposit and other accounts (other than Restricted Accounts). As of the Closing Date and, at such time and at all times thereafter, all proceeds of Collateral and all other cash and Cash Equivalents of each such the Loan Party Parties (other than amounts properly on deposit in Restricted Accounts) shall at all times be deposited by each Loan Party in the Blocked AccountsParties, and the Loan Parties shall (as agent and trustee for Agent) cause each of their Customers and all other applicable Persons to at all times send payments on all Accounts and other Receivables of Loan Parties Receivables, into the Blocked Accounts. IfThe Blocked Accounts, for and any reason any Customer makes payments on any Account other deposit accounts or other Receivable directly to securities accounts of any Loan Party, such Loan Party shall collect (as agent and trustee for Agent) all such amounts and immediately pay all such amounts into a Blocked Account; provided, however, that, until such payment into a Blocked Account, all moneys so received will be held upon trust for and promptly remitted to Agent. Each Loan Party shall instruct all of its Customers to make all payments into a Blocked Account. All of the Blocked Accounts (but not the other than Restricted Accounts) shall be governed by “control” or other agreements in form and substance acceptable to Agent satisfactory to, among other things, to establish Agent’s perfection and rights in such Blocked Accounts or other accounts under the UCC and other applicable lawUCC. All invoices for sales of Inventory or services by Loan Parties shall contain the address of the Blocked Accounts as the address for remittance of payment. The “control” agreements agreement covering the Blocked Accounts and any other deposit accounts and securities accounts (other than Cash Receipt Accounts and Restricted Accounts) shall provide that (i) after delivery of a Control Notice (which may be delivered by Agent upon the occurrence and during the continuance of a Cash Dominion Event), (A) such bank or other institution shall comply with the instructions given by Agent with respect to such the Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts) and funds therein without further consent by Loan Parties Parties, that the proceeds of Collateral and (B) all amounts in other funds deposited into such Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts and Springing Accounts) shall be transferred on a daily basis by such bank or other institution to the Payment Account or such other account as may be designated by Agent, Agent and (ii) that such bank or other institution shall waive any offset rights against the funds so deposited into such Blocked Accounts and any other deposit accounts and securities accounts (other than Restricted Accounts), subject to exceptions to such waiver of offset rights as shall be acceptable to Agent. The “control” agreements covering the Blocked Accounts constituting Cash Receipt Accounts shall provide that all amounts in such Cash Receipt Accounts shall be transferred on a daily basis by such bank or other institution to an Operating Account subject to a “control” agreement or, during any Cash Dominion Event, to the Payment Account or such other account as may be designated by Agent (it being understood and agreed that, during any Cash Dominion Event, each Loan Party will cooperate with Agent in amending or otherwise modifying any “control” agreement in order to effectuate the foregoing). Neither Agent nor any Lender assumes any responsibility for any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon the occurrence and during the continuance of a Cash Dominion EventDefault (that is not curable during any applicable grace or cure period) or Event of Default, Agent may establish depository accounts (collectively, the “Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Loan Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.