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

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower are set forth on Schedule 4.15(g). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower the Credit Parties (other than proceeds of Collateral of any Credit Party that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) into either (i) a lockbox account, dominion account or such other springing “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent in its Permitted Discretion or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. BorrowerEach applicable Credit Party, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing in its Permitted Discretion that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which permits Agent, during a Cash Dominion Period, to direct such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited on a daily basis or at other times acceptable to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the property security interest of Agent for its own benefit and Borrower the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so depositeddeposited as provided in the applicable control agreement. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All So long as no Cash Dominion Period is then in effect, the Credit Parties shall retain the right to direct the disposition of funds in the Blocked Accounts. At any time during a Cash Dominion Period, Agent shall have the sole and exclusive right to direct and apply all funds from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Borrower (other than a Borrower that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) to send all future payments owed to such Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account; provided, that, with respect to any Person that is not a Customer on the Restatement Date, Borrowing Agent shall provide such notice promptly upon such Person becoming a Customer of such a Borrower. If any Credit Party (other than any Credit Party that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) shall receive any collections or other proceeds of the Collateral, such Credit Party shall hold such collections or proceeds in trust for the benefit of Agent and deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Credit Party’s receipt thereof. As of the later of the Restatement Date and the date of the most recent supplement to Schedule 4.8(h) (if any) delivered to Agent in accordance with Section 9.18 hereof, all Deposit Accounts, investment accounts and investment other bank accounts of Borrower any Credit Party, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.15(g)4.8(h) hereto. Notwithstanding anything the foregoing, in accordance with Section 4.1 hereof, Contributing Foreign Subsidiaries and, to the contrary set forth extent of amounts in this Section 4.15(g)excess of the Excluded Foreign Asset Threshold, Borrower shall other Credit Parties or Subsidiaries of Credit Parties may, in each case, be permitted required to deposit checks maintain their cash and cash equivalents in Blocked Accounts, Depository Accounts, or other payments received at Borrower’s locations similar accounts (with analogous arrangements necessary to perfect a Lien in the Ordinary Course favor of Business in deposit accounts which may not be Agent) subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all Agent’s perfected Lien over such accounts and the funds on deposit therein, in each case, under the law of the jurisdiction in which such accounts are not Blocked Accounts or Depository Accountsmaintained.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “"blocked account” " (“"Blocked Accounts”) established at a bank or banks (each such bank"), a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrower Borrowers and be acceptable to the Agent in its reasonable discretion. Borrowers shall issue to any such bank on or (ii) depository accounts (“Depository Accounts”) established at Agent for before the deposit Closing Date, an irrevocable letter of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Agentthe Agent upon the occurrence of a Cash Dominion Triggering Event that has not been suspended in accordance with Section 6.11, either to any account maintained by the Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of the Agent. All Upon the occurrence of a Cash Dominion Triggering Event that has not been suspended in accordance with Section 6.11, all funds deposited in such the Blocked Accounts shall immediately become the property of Agent the Agent, and Borrower Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither the Agent nor any Lender assumes any responsibility for such blocked account arrangement, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, the Agent may establish depository accounts ("Depository Accounts") in the name of the Agent at a bank or banks for the deposit of such funds and Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of the Agent in lieu of depositing same to the Blocked Account Bank thereunderAccounts. All deposit accounts of each Borrower and investment accounts of Borrower its Subsidiaries (except Excluded Foreign Subsidiaries) not at Agent or its Affiliates, are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything Agent agrees not to deliver a notice exercising exclusive control with respect to any Blocked Accounts, Depository Accounts, securities accounts or lockboxes unless a Cash Dominion Triggering Event has occurred that has not been suspended in accordance with Section 6.11; provided that Agent agrees not to deliver a notice exercising exclusive control with respect to Black Rock account #32941 and JPMorgan Chase account #0000000 unless an Event of Default has occurred and is continuing; provided further that Agent shall promptly inform Black Rock and JPMorgan Chase (with respect to account #0000000) that an Event of Default no longer exists once an Event of Default ceases to exist, at which time, Borrowers shall be entitled to give, and Black Rock and JPMorgan Chase (with respect to account #0000000), shall comply with, the Grantor's instructions with respect to the contrary set forth specified accounts. Agent shall promptly inform any depository, securities intermediary or issuer party to any control agreement to whom it has given a notice exercising exclusive control if the Cash Dominion Triggering Event has been suspended in this accordance with Section 4.15(g)6.11, Borrower at which time Borrowers shall be permitted entitled to deposit checks give, and the depository, securities intermediary or other payments received at Borrowerissuer, as applicable, shall comply with, the Borrowing Agent’s locations in instructions with respect to the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository AccountsAccount.

Establishment of a Lockbox Account, Dominion Account. All proceeds of the ABL Priority Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (including, if applicable, PNC) (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in As between Borrowers on the one hand and Agent on the other (and without derogation of any rights (if any) of any third parties including the Term Debt Creditors as between Borrowers on the one hand and such Blocked Accounts shall immediately become third parties on the property of other, or as between Agent and/or Lenders on the one hand and Borrower such third parties on the other), Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts Agent shall apply all funds received by it from the Blocked Accounts and investment accounts Depository Accounts to the satisfaction of Borrower are set forth on Schedule 4.15(gthe Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds first to the prepayment of the principal amount of the Revolving Advances and the Swing Loans in accordance with the provisions of Section 2.20(e). Notwithstanding anything to the contrary set forth provided for in this Section 4.15(g)Agreement, Borrower (i) no later than two (2) Business Days following the Closing Date, Borrowers shall be permitted to deposit checks give all Account Debtors that remit payments and collections on Receivables by wire transfer, ACH or other electronic transactions notice to remit such payments received at Borrower’s locations in and collections to the Ordinary Course collection account(s) of Business in Borrowers established with Agent, (ii) promptly upon notice to Borrowers from Agent that the lockbox services for the collection account(s) of Borrowers established with Agent are fully operational, Borrowers shall give all Account Debtors that remit payments and collections other than by wire transfer, ACH or other electronic transactions to remit such payments and collections to such lockboxes and (iii) within forty-five (45) days after the Closing Date, Borrowers shall cause all collections and lockbox accounts and all other material deposit accounts which may not with any banks or financial institutions other than Agent to be subject to a blocked account or similar agreements; provided that, at no time closed and shall Borrower have more than $50,000 in comply fully with the aggregate in all such accounts which are not Blocked Accounts or Depository Accountsprovisions of Section 4.15(d) hereof.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (such accounts, together with the Private Bank Account, defined below, the “Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account BankBank (which Trigger Notice may be delivered at any time (x) on or after any date on which Borrowers’ Undrawn Availability is less than $16,000,000 (increasing to $18,000,000 upon the earlier to occur of (1) disbursement after the Fifth Amendment Closing Date of Revolving Advances of at least $15,000,000 in the aggregate and (2) October 31, 2016) or (y) upon notice from Agentor after the occurrence and during the continuance of a Default or Event of Default), to such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrower Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything Borrowers shall direct each account debtor to the contrary set forth in this Section 4.15(g), Borrower make remittances to Borrowers into a Blocked Account. Such remittances from account debtors collected by Agent shall be permitted credited to such deposit checks account specified by Borrowing Agent one (1) Business Day following Agent’s receipt of such remittances. For the purpose of computing any applicable fees and expenses, all remittances shall be deemed applied by Agent one (1) Business Day following (x) the Business Day following Agent’s receipt of such remittances via wire transfer or other electronic depository check, or (y) in the case of payments received at Borrower’s locations by Agent in any other form, the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all Day such accounts which are not Blocked Accounts or Depository Accountsremittance constitutes good funds.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or Agent, (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds, or (iii) subject to the restrictions contained in Section 7.23, the Other Deposit Accounts. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Account BankAccounts. At any time during a Cash Dominion Period, upon notice from at Agent’s discretion, (i) Agent shall have the sole and exclusive right to transfer direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so deposited to Agentdirect, the disposition of funds in the Blocked Accounts, Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) and (ii), either to any a deposit account maintained by Agent at said Blocked Account Bank PNC or by wire transfer to appropriate account(sa deposit account at PNC, which such funds may be applied by Agent to repay 104 the Obligations, and, if an Event of Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with Section 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of Agentfunds in the Blocked Accounts, the Depository Accounts and the Other Deposit Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time that no Cash Dominion Period shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Period shall exist at any time thereafter). All funds deposited in such the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the property security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent and Borrower shall obtain the agreement by such each Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, all proceeds of Collateral of the Borrowers shall be remitted directly by the customers of the Borrowers to (or, to the extent the Borrowers received such proceeds directly, they shall be deposited by Borrower into either (iBorrowers into) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at as Administrative Agent may require pursuant to a bank or banks (each Blocked Account Agreement. Borrowers shall issue to any such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit irrevocable letter of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Administrative Agent, either to any account maintained by Administrative Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Administrative Agent. All funds deposited in such Blocked Accounts Account shall immediately become the property of Administrative Agent and Borrower Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither Administrative Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. All Alternatively, upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, Administrative Agent may establish depository accounts (“Depository Accounts”) in the name of Administrative Agent at a bank or banks for the deposit accounts of such funds and investment accounts Borrowers shall deposit all proceeds of Borrower are set forth on Schedule 4.15(g). Notwithstanding anything Collateral or cause same to be deposited, in kind, in such Depository Accounts of Administrative Agent in lieu of depositing same to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, full dominion account or such other “blocked account” in which no Borrower has access to the funds contained therein (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. BorrowerEach applicable Borrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from AgentAgent (“Notice”), to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the occurrence and during the continuation of a Default or Event of Default or (ii) Undrawn Availability is less than $6,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower each Loan Party into either (i) a lockbox account, dominion account or such other “"blocked account” " (“"Blocked Accounts”") established at a bank or banks (each such bank, a “"Blocked Account Bank”") pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower the applicable Loan Party and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceedsAdministrative Agent. BorrowerThe applicable Loan Party, Collateral Agent and each Blocked Account Bank shall enter into a deposit account control agreement (each, a "Deposit Account Control Agreement") in form and substance satisfactory to Agent Agents directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Administrative Agent, either to any account maintained by Administrative Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Administrative Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Collateral Agent and Borrower the applicable Loan Party shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited. Neither Agent Agents nor any other Lender Party assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Administrative Agent shall apply all funds received by it from the Blocked Accounts and/or Deposit Accounts to the satisfaction of the Obligations (including the cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 2.12 hereof) in such order as Administrative Agent shall determine in its sole discretion, subject to Borrowers' ability to re-borrow Revolving Loans in accordance with the terms hereof. All deposit accounts and investment accounts of Borrower the Borrowers and their Subsidiaries and the other Loan Parties are set forth on Schedule 4.15(g6.19(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g)No Loan Party shall open any new deposit account, Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked securities account or similar agreements; provided thatinvestment account with a bank, at no time depository institution or securities intermediary other than Administrative Agent and other than Excluded Accounts unless (i) the Loan Parties shall Borrower have more than $50,000 obtained the prior written approval of Agents and (ii) if required by any Agent in its Permitted Discretion, such bank, depository institution or securities intermediary, each applicable Loan Party and Collateral Agent shall first have entered into an account control agreement in form and substance satisfactory to Agents sufficient to give Collateral Agent "control" (for purposes of Articles 8 and 9 of the aggregate in all Uniform Commercial Code) over such accounts which are not Blocked Accounts or Depository Accountsaccount.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox accountlockbox, dominion deposit, disbursement or similar account or such other “blocked account” (“Blocked Controlled Accounts”) established at a bank or banks (each such bank, a “Blocked Controlled Account Bank”) pursuant ), which Controlled Accounts shall be subject to an arrangement a “springing” or “with activation” cash dominion control agreement in form and substance reasonably satisfactory to Administrative Agent (each such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent control agreement, a “Control Agreement”), or (ii) depository accounts established at Administrative Agent (“Depository Accounts”) established at Agent for the deposit of such proceeds. BorrowerUpon the occurrence of a Cash Dominion Event, Administrative Agent and shall give notice to each Blocked Controlled Account Bank that it is exercising its right of control over the Controlled Account under the applicable Control Agreement, and after the date of such notice, (y) Borrowers shall enter into a deposit account control agreement not be permitted to withdraw or direct the withdrawal of proceeds from such Controlled Accounts or give any instructions whatsoever concerning disposition of the proceeds in form the Controlled Accounts, and substance satisfactory (z) any funds in Controlled Accounts or in any Depository Account shall be transferred and shall continue to be transferred to Administrative Agent directing such Blocked Account Bank, upon notice from Agent, for application to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so depositedObligations. Neither Administrative Agent nor any Lender assumes any responsibility for such blocked account Controlled Account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Controlled Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything ; provided, that Borrowers may amend Schedule 4.15 so long as such amendment occurs by written notice to the contrary set forth in this Section 4.15(g)Administrative Agent prior to the opening of such account and so long as, at the time of the opening of any such accounts, the applicable Borrower shall be permitted have entered into a Control Agreement with respect to deposit checks or other payments received at Borrower’s locations in such additional account(s) with the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in Administrative Agent and the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.applicable Controlled Account Bank

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower and each Guarantor into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks as Agent may require pursuant to an agreement (each such bank, a “Blocked Account BankAgreement”) pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrower and each Guarantor and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceedsAgent. Borrower, Agent Borrower and each Blocked Account Bank Guarantor shall enter into a deposit account control agreement in form and substance satisfactory issue to Agent any such bank, an irrevocable letter of instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower and each Guarantor shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. Alternatively, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Borrower or the applicable Guarantor 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. All deposit accounts costs and investment accounts expenses of Borrower are set forth on Schedule 4.15(g)opening and maintaining the Blocked Accounts (and any Depository Accounts) shall be borne by Borrower. Notwithstanding anything to the contrary set forth in this Section 4.15(g)foregoing, Borrower the definition of “Blocked Accounts” shall be permitted to deposit checks or other payments received not include any account with a balance at Borrower’s locations in the Ordinary Course all times of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more less than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts25,000 during any consecutive thirty (30) day period.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account BankBank (which Trigger Notice may be delivered at any time (x) on or after the date that Borrowers’ Undrawn Availability shall be less than $12,000,000 or (y) after the occurrence and during the continuance of a Default or Event of Default), upon notice from Agent, to such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrower Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, full dominion account or such other “blocked account” in which no Borrower has access to the funds contained therein (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. BorrowerEach applicable Borrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from AgentAgent (“Notice”), to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the occurrence and during the continuation of a Default or Event of Default, (ii) upon or after the occurrence of an Undrawn Availability Event. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.” Fourth Amendment 009125.0135\479564

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, full dominion account or such other “blocked account” in which no Borrower has access to the funds contained therein (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. BorrowerEach applicable Borrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account Amended & Restated Credit Agreement maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from AgentAgent (“Notice”), to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the occurrence and during the continuation of a Default or Event of Default or (ii) Undrawn Availability is less than $3,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (except as set forth in Section 4.15(j) below) shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds; provided however that proceeds of Collateral may be deposited into (x) deposit accounts set forth on Schedule 4.15(h) which are not Blocked Accounts so long as no more than $100,000 is on deposit in such accounts at any time, and (y) payroll accounts set forth on Schedule 4.15(h). Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property Collateral of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so depositeddeposited on terms reasonably acceptable to Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in Borrowers will not establish any deposit accounts which may not be subject after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 by Agent in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountswriting.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowers and be acceptable to Agent in its sole discretion or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. BorrowerBorrowers, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowers shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower Borrowers and their Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything Borrowing Agent shall notify each Customer of any Borrower to send all future payments owed to a Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account, (i) with respect to any Person that is a Customer of any Borrower on the contrary set forth in this Section 4.15(g)Closing Date, within thirty (30) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, immediately upon such Person becoming a Customer of a Borrower. If any Borrower shall be permitted to deposit checks receive any collections or other payments received at proceeds of the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and deposit such collections or proceeds into a Blocked Account within one (1) Business Day following such Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountsreceipt thereof.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank"), a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrower Borrowers and be acceptable to the Agent in its reasonable discretion. Borrowers shall issue to any such bank on or (ii) depository accounts (“Depository Accounts”) established at Agent for before the deposit Closing Date, an irrevocable letter of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Agentthe Agent upon the occurrence of a Cash Dominion Triggering Event that has not been suspended in accordance with Section 6.11, either to any account maintained by the Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of the Agent. All Upon the occurrence of a Cash Dominion Triggering Event that has not been suspended in accordance with Section 6.11, all funds deposited in such the Blocked Accounts shall immediately become the property of Agent the Agent, and Borrower Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither the Agent nor any Lender assumes any responsibility for such blocked account arrangement, including including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, the Agent may establish depository accounts (“Depository Accounts") in the name of the Agent at a bank or banks for the deposit of such funds and Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of the Agent in lieu of depositing same to the Blocked Account Bank thereunderAccounts. All deposit accounts of each Borrower and investment accounts of Borrower its Subsidiaries (except Excluded Foreign Subsidiaries) are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything Agent agrees not to deliver a notice exercising exclusive control with respect to any Blocked Accounts, Depository Accounts, securities accounts or lockboxes unless a Cash Dominion Triggering Event has occurred that has not been suspended in accordance with Section 6.11; provided that Agent agrees not to deliver a notice exercising exclusive control with respect to Black Rock account #32941 and JPMorgan Chase account #0000000 unless an Event of Default has occurred and is continuing; provided further that Agent shall promptly inform Black Rock and JPMorgan Chase (with respect to account #0000000) that an Event of Default no longer exists once an Event of Default ceases to exist, at which time, Borrowers shall be entitled to give, and Black Rock and JPMorgan Chase (with respect to account #0000000), shall comply with, the Grantor’s instructions with respect to the contrary set forth specified accounts. Agent shall promptly inform any depository, securities intermediary or issuer party to any control agreement to whom it has given a notice exercising exclusive control if the Cash Dominion Triggering Event has been suspended in this accordance with Section 4.15(g)6.11, Borrower at which time Borrowers shall be permitted entitled to deposit checks give, and the depository, securities intermediary or other payments received at Borrowerissuer, as applicable, shall comply with, the Borrowing Agent’s locations in instructions with respect to the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository AccountsAccount.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(g4.15(h); and no Borrower or any Subsidiary shall open and maintain any new deposit accounts and investment accounts without providing prior written notice to the Agent along with a revised Schedule 4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower The Agent hereby agrees that it shall be permitted to deposit checks not institute or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to otherwise require a control agreement and/or blocked account or similar agreements; provided that, at no time agreement with regard to any employee payroll account maintained by any Borrower unless a Default and/or Event of Default has occurred and is continuing. The Borrowers shall Borrower have more than $50,000 terminate the accounts listed on Schedule 4.15(h) and specified as “Accounts to be Terminated” within thirty (30) days of the Closing Date unless otherwise agreed to in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountswriting by this Agent based on its reasonable discretion.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing in its Permitted Discretion which, among other things, provides that such Blocked Account Bank, upon notice from Agent, to Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent; provided, however, that no such deposit account control agreement shall be required with respect to any account so long as the balance in each such account does not exceed $2,500 at any time. All funds deposited in such Blocked Accounts shall immediately become subject to the property exclusive control of Agent and Agent. Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so depositeddeposited except as otherwise agreed by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower into either subject to the following springing cash dominion accounts: (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be reasonably acceptable to Agent or Agent; and (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agentthe triggering of the event specified in the Blocked Account Agreement, to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g)foregoing, Borrower shall be permitted use its best efforts to deposit checks or other payments received at establish any number of, as Agent may deem appropriate in its Permitted Discretion, new lockbox accounts with Agent within forty-five (45) days of the Closing Date. The funds deposited in said lockbox accounts shall flow into one (1) funding account established with Agent. Until such time as said new lockbox and funding account are established, Borrower’s locations funds shall be captured in the Ordinary Course of Business in deposit lockbox accounts which may not pursuant to Section 6.12 and shall be subject to a blocked account or similar agreements; provided thatagreement by and among Agent, at no time shall Borrower have more than $50,000 Borrowing Agent, and Blocked Account Bank, in the aggregate a form acceptable to Agent in all such accounts which are not Blocked Accounts or Depository Accountsits Permitted Discretion.

Establishment of a Lockbox Account, Dominion Account. All Except as otherwise provided in paragraph (i) below, all proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g). Notwithstanding anything to the contrary set forth in this Section 4.15(g4.15(h), Borrower shall be permitted which schedule may by amended from time to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountsby Borrowers.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral of Borrowers shall be deposited by Borrower Borrowers into either (ix) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent or (iiy) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent (except as otherwise provided in agreements entered into by Agent with respect to Blocked Accounts located outside of the United States) and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower are set forth on Schedule 4.15(g). Notwithstanding anything Each agreement with respect to the contrary set forth in this Section 4.15(g), Borrower a Blocked Account shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account terminable by any Borrower or similar agreements; provided thatBorrowing Agent without the express written consent of Agent, at no time until this Agreement shall Borrower have more than $50,000 been terminated in the aggregate accordance with its terms and all Obligations paid in all such accounts which are not Blocked Accounts or Depository Accountsfull in immediately available funds.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower the Credit Parties (other than proceeds of Collateral of any Credit Party that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) into either (i) a lockbox account, dominion account or such other springing “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent in its Permitted Discretion or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. BorrowerEach applicable Credit Party, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing in its Permitted Discretion that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which permits Agent, during a Cash Dominion Period, to direct such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited on a daily basis or at other times acceptable to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the property security interest of Agent for its own benefit and Borrower the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so depositeddeposited as provided in the applicable control agreement. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. So long as no Cash Dominion Period is then in effect, the Credit Parties shall retain the right to direct the disposition of funds in the Blocked Accounts. At any time during a Cash Dominion Period, Agent shall have the sole and exclusive right to direct and apply all funds from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. Borrowing Agent shall notify each Customer of any Borrower (other than a Borrower that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) to send all future payments owed to such Borrower by such Customer, including, but not limited to, payments on any Receivable, to a Blocked Account or Depository Account, (i) with respect to any Person that is a Customer of any such Borrower on the Closing Date, within sixty (60) days of the Closing Date and (ii) with respect to any Person that is not a Customer on the Closing Date, promptly upon such Person becoming a Customer of such a Borrower. If any Credit Party (other than any Credit Party that is a Foreign Subsidiary not formed or organized under the laws of Canada or any province thereof) shall receive any collections or other proceeds of the Collateral, such Credit Party shall hold such collections or proceeds in trust for the benefit of Agent and deposit such collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following such Credit Party’s receipt thereof. All deposit Deposit Accounts, investment accounts and investment other bank accounts of Borrower any Credit Party, including, without limitation, all Blocked Accounts and Depository Accounts are described and set forth on Schedule 4.15(g)4.8(h) hereto. Notwithstanding anything the foregoing, in accordance with Section 4.1 hereof, Contributing Foreign Subsidiaries and, to the contrary set forth extent of amounts in this Section 4.15(g)excess of the Excluded Foreign Asset Threshold, Borrower shall other Credit Parties or Subsidiaries of Credit Parties may, in each case, be permitted required to deposit checks maintain their cash and cash equivalents in Blocked Accounts, Depository Accounts, or other payments received at Borrower’s locations similar accounts (with analogous arrangements necessary to perfect a Lien in the Ordinary Course favor of Business in deposit accounts which may not be Agent) subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all Agent’s perfected Lien over such accounts and the funds on deposit therein, in each case, under the law of the jurisdiction in which such accounts are not Blocked Accounts or Depository Accountsmaintained.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (i) received by electronic payments from hard disk drive Customers or SiPi Metals Corp. (other than in respect of Thai Receivables) shall be deposited by Borrower Borrowers into either (ia) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (iib) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds, (ii) received by electronic payments in respect of Thai Receivables shall be paid by the applicable Customer into the deposit account set forth in Annex I of the Thai Assignment for further credit to a Blocked Account or Depository Account or (iii) received by check shall be deposited by Borrowers no less often than weekly into accounts at Citizens Bank, the funds in which accounts shall be forwarded to a Blocked Account or Depository Account no later than the first Business Day following the date on which said checks are deposited. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so depositeddeposited (subject to customary exceptions). Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(g). Notwithstanding anything to 4.15(h) and no additional such accounts (other than those on which the contrary set forth Liens of the Agent need not be perfected as provided in this Section 4.15(g), Borrower 4.2) shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be opened by any Borrower except if subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountscontrol agreement reasonably satisfactory to Agent.

Establishment of a Lockbox Account, Dominion Account. All proceeds checks, cash, notes, instruments, collections and other forms of Collateral payment on Receivables, shall be deposited by Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) as Agent may require pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrower and be acceptable to Agent or Agent. Borrower shall cause each bank at which a Blocked Account is maintained (ii) depository accounts (each a “Depository Accountsblocked account bank”) established at Agent for the deposit of such proceeds. Borrower, Agent and each Blocked Account Bank shall to enter into a deposit written agreement (a “blocked account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from agreement”) with Agent, pursuant to which such blocked account bank shall agree to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank such blocked account bank or by wire transfer to appropriate account(s) of Agent, provided, however, that if PNC is serving as a blocked account bank, such blocked account agreement shall not be required. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower shall obtain the agreement by such Blocked Account Bank blocked account bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Borrower 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. Agent and Lenders acknowledge that prior to the Closing Date, Borrower has established a Blocked Account Bank thereunder. All deposit accounts with Citibank, and investment accounts Agent, Lenders and Borrower agree that effective as of Borrower are set forth on Schedule 4.15(g). Notwithstanding anything to the contrary set forth in this Section 4.15(g)Closing Date (i) Borrower, Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to Citibank, as a blocked account or similar agreements; provided thatbank, and Agent, shall enter into a blocked account agreement, reasonably satisfactory to Agent, pertaining to, among other things, the transfer at no time the end of each day of all good funds in such Blocked Account to a bank account maintained by Agent (such funds to be applied upon receipt by Agent against the Obligations, in accordance with the terms of Section 2.5), (ii) Borrower shall open a new Blocked Account with Agent, to which all of Borrower’s customers shall be instructed to remit payments on Receivables and (iii) Borrower have more than $50,000 in the aggregate in all such accounts which are not shall use reasonable efforts to “wind down” and terminate its Blocked Accounts or Depository AccountsAccount arrangement with Citibank as soon as practicable.

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, all proceeds of Collateral of the Borrowers shall be remitted directly by the customers of the Borrowers to (or, to the extent the Borrowers received such proceeds directly, they shall be deposited by Borrower into either (iBorrowers into) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at as Agent may require pursuant to a bank or banks (each Blocked Account Agreement. Borrowers shall issue to any such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit irrevocable letter of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts Account shall immediately become the property of Agent and Borrower Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. All Alternatively, upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit accounts of such funds and investment accounts Borrowers shall deposit all proceeds of Borrower are set forth on Schedule 4.15(g). Notwithstanding anything Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower into either (i) a lockbox account, dominion account or such other “"blocked account” " (“"Blocked Accounts”") established at a bank or banks (each such bank, a “"Blocked Account Bank”") pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent Term B Lender or (ii) depository accounts (“"Depository Accounts”") established at Agent the Term B Lender for the deposit of such proceeds. Borrower, Agent Term B Lender and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent Term B Lender directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to AgentTerm B Lender, either to any account maintained by Agent Term B Lender at said Blocked Account Bank or by wire transfer to appropriate account(s) of AgentTerm B Lender. All funds deposited in such Blocked Accounts shall immediately become the property of Agent Term B Lender and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Term B Lender assumes does not assume any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower Borrowers shall be permitted to deposit checks or other payments received at Borrower’s Borrowers’ locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower Borrowers have more than $50,000 350,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall shall, at the direction of Agent, be deposited by Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) as Agent may require pursuant to an arrangement with Agent or such Blocked Account Bank bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit Agent. Borrower shall issue to any such bank, an irrevocable letter of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank, upon notice from Agent, said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts Account shall immediately become controlled by Agent and may be applied to the property of Agent Obligations and Borrower shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so depositeddeposited (other than with respect to returned checks, or other unpaid items and bank fees). Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. All Alternatively, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent or in which Agent is granted legal control at a bank or banks for the deposit accounts of such funds and investment accounts Borrower 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. The Borrower are set forth shall deliver to Agent, with respect to each Deposit Account maintained by Borrower as of the Closing Date and listed on Schedule 4.15(g). Notwithstanding anything to 5.2(c) hereof, and each Deposit Account opened by Borrower after 39 the contrary set forth in this Section 4.15(g)Closing Date, Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account Deposit Account Control Agreement or similar agreements; provided that, at no time shall Borrower have more than $50,000 agreement in which such bank acknowledges the aggregate lien and control of Agent in all such accounts which are not Blocked Accounts or Depository AccountsDeposit Account.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either (i) to any account maintained by Agent at said Blocked Account Bank or (ii) by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary contained herein, Borrowers may hold an amount not to exceed $13,500,000 in the aggregate at any time in an investment account maintained with PNC so long as upon the earlier of (A) one hundred and eighty (180) days following the Permitted 2018 Rights Offering or (B) the date that an Event of Default has occurred, such amount shall be (i) applied to the Obligations in such order as Agent may determine (the “Rights Offering-Funds Payment”), or (ii) used to (x) finance the purchase price of an acquisition or (y) to finance expenditures to acquire, upgrade or maintain physical assets of one or more Borrowers or make improvements to new or existing properties owned by one or more Borrowers, in each case acceptable to Agent, subject to documentation, terms, and provisions in form and substance satisfactory to Agent; provided, that, to the extent the Rights Offering-Funded Payment is a repayment of Revolving Advances, an amount equal to such amount may be reborrowed as a Revolving Advance to a US Borrower so long as the Borrowers have satisfied the conditions set forth in this Section 4.15(g8.2, use such funds to finance the acquisition as contemplated and required in foregoing clause (ii), Borrower and, after giving pro forma effect to such Revolving Advance, the Borrowers shall be permitted to deposit checks or other payments received have Undrawn Availability of at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than least $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts5,000,000.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (such accounts, together with the Private Bank Account, defined below, the “Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account BankBank (which Trigger Notice may be delivered at any time (x) on or after the date that Borrowers’ Undrawn Availability shall be less than $16,000,000 or (y) after the occurrence and during the continuance of a Default or Event of Default), upon notice from Agent, to such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrower Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g4.15(h), Borrower so long as no Default or Event of Default shall be permitted have occurred, Agent, following the written request of Borrowing Agent with respect to the same, shall give the Blocked Account Bank instructions in accordance with the applicable agreement regarding the Blocked Account to disburse funds on deposit checks or other payments received at Borrower’s locations in the Ordinary Course account referenced therein to such account as the Borrowing Agent may specify to Agent in writing until such time as an Event of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time Default shall Borrower have more than $50,000 in occurred and Agent shall otherwise instruct the aggregate in all such accounts which are not Blocked Accounts or Depository AccountsAccount Bank.

Establishment of a Lockbox Account, Dominion Account. All Except as otherwise provided in paragraph (i) below, all proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g). Notwithstanding anything to the contrary set forth in this Section 4.15(g4.15(h), Borrower shall be permitted which schedule may by amended from time to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountsby Borrowers.

Establishment of a Lockbox Account, Dominion Account. All Subject to the terms of the Intercreditor Agreement, all proceeds of Collateral (other than Term Loan Priority Collateral), shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (such accounts, together with the Private Bank Account, defined below, the “Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account BankBank (which Trigger Notice may be delivered at any time (x) on or after any date on which Borrowers’ Undrawn Availability is less than the greater of 12% of the Maximum Revolving Advance Amount or $10,800,000 or (y) upon or after the occurrence and during the continuance of a Default or Event of Default), upon notice from Agent, to such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrower Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All Subject to the terms of the Intercreditor Agreement, all proceeds of Collateral (other than Term Loan Priority Collateral), shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (such accounts, together with the Private Bank Account, defined below, the “Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account BankBank (which Trigger Notice may be delivered at any time (x) on or after any date on which Borrowers’ Undrawn Availability is less than $18,000,000 or (y) upon or after the occurrence and during the continuance of a Default or Event of Default), upon notice from Agent, to such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Borrower Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Notwithstanding anything to the contrary above, Borrowers may maintain a deposit account at The PrivateBank and Trust Company (“Private Bank Account”) so long as (i) the account is subject to a springing deposit account control agreement in favor of Agent and which can be effected by delivery of a Trigger Notice, (ii) the account does not hold more than the lesser of 20% of available unrestricted cash of Borrowers or $4,000,000, (iii) the account may not be used to make disbursements, and (iv) Agent shall be notified of any deposits or withdraws from the account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral Receivables shall be deposited by Borrower Credit Parties into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Credit Parties and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. BorrowerCredit Parties, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Credit Parties shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Borrower Credit Parties and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the contrary set forth in this Section 4.15(g)Transition Services Agreement, Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to deemed a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in violation of this section so long as such proceeds are promptly following receipt thereof deposited by the aggregate in all such accounts which are not Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. BorrowerEach applicable Borrower (other than Trace Energy (Canada)), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Trace Energy (Canada) shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from AgentAgent (“Notice”), to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the occurrence and during the continuation of a Default or Event of Default or (ii) Undrawn Availability is less than $3,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything to the contrary set forth in this Section 4.15(g), Borrower shall be permitted to deposit checks or other payments received at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accounts.

Establishment of a Lockbox Account, Dominion Account. All Except as provided in the last sentence of this Section 4.15(h), all proceeds of Collateral shall be deposited by Borrower Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower Borrowing Agent and be reasonably acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent, Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) a Depository Account of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Borrowing Agent and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become the property of Agent for use by Agent in applying such funds to the Obligations, Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(g4.15(h). Notwithstanding anything the foregoing, Borrowers, within forty-five (45) days of the Closing Date, shall either (x) cause Leaders Bank, Bank of America, BB&T Bank, NBT Bank and CIBC Bank to the contrary set forth each enter into deposit account control agreements in this Section 4.15(g), Borrower shall be permitted to deposit checks favor of Agent or other payments received (y) close all accounts maintained at Borrower’s locations in the Ordinary Course of Business in deposit accounts which may not be subject to a blocked account or similar agreements; provided that, at no time shall Borrower have more than $50,000 in the aggregate in all such accounts which are not Blocked Accounts or Depository Accountsbank.