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 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 Borrowing Agent and be acceptable to 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers Borrower and each of its Subsidiaries 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 Borrowing Agent Borrower and each of its Subsidiaries and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at including Mellon Bank, N.A., Bank of America, N.A. and SunTrust Bank, N.A., provided that the Agent for the deposit of such proceeds, or (iii) subject Borrower shall not be required 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 Blocked Account Agreement with respect to its investment account control agreement at Fleet National Bank unless otherwise requested in form writing by the Agent. Borrower and substance satisfactory each of its Subsidiaries shall issue to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 instructionsbank, an “Activation Notice”) irrevocable letter of instruction directing said bank to Agent on a daily basis, and (ii) Agent may direct Borrowers transfer such funds so deposited to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for Agent and Borrower and each of its own benefit and the ratable benefit of the Lenders, and Borrowing Agent Subsidiaries shall obtain the agreement by each Blocked Account Bank such 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 Subsidiary 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 each Borrower opening and its Subsidiaries are set forth on Schedule 4.15(h)maintaining the Blocked Accounts (and any Depository Accounts) shall be borne by Borrower. Notwithstanding the foregoing, the definition of “Blocked Accounts” shall not include any account with a balance at all times of less than $25,000 during any consecutive thirty (30) day period.

Establishment of a Lockbox Account, Dominion Account. All proceeds As of Collateral the date hereof the Parent, each Subsidiary and the Secured Party shall be deposited by Borrowers into either have established or designated all of the Company’s and each Subsidiaries bank accounts as (i) a lockbox depository 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 well as a (ii) lock box account (collectively the depository account, dominion account and the lock box account shall be referred to as “Blocked Accounts”) or such other account as may be selected by Borrowing Agent and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at the Agent parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit account and/or lock box, as applicable, together with the proceeds thereof, all goods represented by such proceedsAccounts and all such goods that may be returned by the Company’s and each Subsidiaries customers, or (iii) subject to and all proceeds of any insurance thereon, and all guarantees, securities and liens which the restrictions contained Company and each Subsidiary may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in Section 7.23transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Other Company and each Subsidiary represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business into any accounts other than the Deposit and/or the Lockbox Accounts. Each , as applicable Borrower, Agent The parties hereto and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over Secured Party directing such Blocked Accounts. At any time during a Cash Dominion PeriodAccount Bank, at Agent’s discretionupon notification by the Secured Party of an Event of Default as defined herein, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to transfer 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 direct, the disposition of funds in deposited into 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 a deposit any account maintained by Agent the Secured Party at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which appropriate account(s) the Secured Party directs and providing the Secured Party such funds may be applied by Agent to repay control over the Blocked Accounts until the earlier of the Event of Default being cured or repayment of the Obligations, and, if . Upon 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 funds 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 all funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit the Secured Party and the ratable benefit of the Lenders, and Borrowing Agent parties hereto shall obtain the agreement by each 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(h).

Establishment of a Lockbox Account, Dominion Account. (i) All cash, Cash Equivalents, and the proceeds of all Collateral shall be deposited by Borrowers directly 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 Borrowing Agent and be reasonably acceptable to AgentAgent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or (iib) separate lockbox depository accounts (“Depository Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds, or . Collection Accounts shall be used solely for collections. All disbursements shall be made from separate disbursement accounts established with Agent. (iiiii) 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 reasonably satisfactory to Agent that is sufficient to give (each, a “Blocked Account Agreement”) granting Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) exclusive control over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 directing such Blocked Account Bank to transfer such funds deposited therein to Agent without offset or deduction upon written notice from Agent (any such instructions, each an “Activation Account Control Notice”) to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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(bappropriate account(s) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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 Each Blocked Account Agreement shall require that the applicable Blocked Account Bank provide account statements and such other account information as is reasonably requested by Agent from time to time. (iii) Agent shall only be entitled to give an Account Control Notice to each Blocked Account Bank and to exercise exclusive control over all Blocked Accounts and Collection Accounts during a Cash Dominion Period. Upon the issuance of an Account Control Notice by Agent during a Cash Dominion Period, all funds then held and thereafter deposited in Blocked Accounts and Collection Accounts shall immediately become subject to the exclusive control of Agent and property of Agent and applied to the Obligations in accordance with the terms hereof except to the extent set forth in Section 4.15(h)(v). Agent may maintain the foregoing in effect notwithstanding the waiver or cure of the event or circumstance which caused the Triggering Event; provided that, upon a Satisfaction Event, Agent shall, at the request of any Borrowing Agent, promptly rescind each Account Control Notice, permit Borrowers access to funds on deposit accounts in the Blocked Accounts and investment accounts Collection Accounts, and cease the daily application of each Borrower and its Subsidiaries are collections to the Obligations until a subsequent Triggering Event occurs. (iv) As of the Closing Date, set forth on Schedule 4.15(h)) are all of the deposit accounts and securities accounts of each Borrower, Guarantor and their respective Subsidiaries, including, with respect to each bank or securities intermediary (i) the name and address of such Person, and (ii) the account numbers of the deposit accounts and securities accounts maintained with such Person. Borrowing Agent shall update Schedule 4.15(h) from time to time to disclose any additional account maintained under Section 4.15(h)(v)(A) which contains a collected balance in excess of $50,000. (v) So long as no Event of Default has occurred and is continuing: (A) notwithstanding the requirements of Section 4.15(h)(i) or a pending Cash Dominion Period, Borrowers may deposit the proceeds of cash sales to retail Customers into depository accounts that are neither Collection Accounts nor subject to Blocked Account Agreements, provided that if the aggregate amount deposited in such accounts exceeds $200,000 on the last Business Day of any calendar week, such excess shall be immediately transferred to a Collection Account, and Borrowers shall use commercially reasonable efforts to substitute Agent as the depository bank for such accounts, (B) notwithstanding the requirements of Section 4.15(h)(iii) or a pending Cash Dominion Period, Borrowers may continue to maintain balances in Blocked Accounts located in Canada, provided that on the last Business Day of each calendar month, Borrowers shall cause the aggregate amount on deposit in such accounts in excess of CDN$100,000 to be transferred to a Collection Account, and (C) notwithstanding the requirements of Section 4.15(h)(iii) or a pending Cash Dominion Period, Borrowers may continue to maintain disbursement account balances in Blocked Accounts located in Puerto Rico, provided that on the last Business Day of each calendar month, Borrowers shall cause the aggregate amount on deposit in such accounts in excess of $1,000,000 to be transferred to a Collection Account.

Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowers Borrowing Base Parties into either (iA) with respect to Xxxxxxx, solely during the one hundred twenty (120) day period (or such longer period as Agent may agree to) following the Closing Date, the accounts of Xxxxxxx set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Xxxxxxx to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Xxxxxxx Collection Accounts”), (B) a lockbox account, dominion collection 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 Borrowing Agent Borrower and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (iiC) depository one or more collection accounts (“Depository Accounts”) established at the Agent PNC for the deposit of such proceedsproceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, or (iii) subject to the restrictions contained in Section 7.23, the Other Deposit Accounts. Each applicable BorrowerXxxxxxx, Agent and each Blocked Account Bank depository bank at which any Xxxxxxx Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent that is sufficient in its Permitted Discretion directing such bank to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over transfer, no less frequently than weekly, such Blocked Accounts. At any time during a Cash Dominion Period, at funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC such bank or by wire transfer to a deposit account at the Collection Account of Borrower maintained with PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to the security interest all applicable terms of Agentthis Agreement (other than Article VIII), for its own benefit Borrower may request, in accordance with Sections 2.2 and the ratable benefit 2.3, that any such funds in excess of the Lenders, and Borrowing Agent shall obtain outstanding Obligations be remitted to the agreement by each Blocked Account Bank to waive any offset rights against the funds so depositedFunding Account. Neither Agent nor any Lender assumes any responsibility for such blocked collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. . (ii) All deposit accounts and investment accounts of each Borrower and its Subsidiaries Borrowing Base Parties are set forth on Schedule 4.15(h4.15(h)(2). Borrower shall ensure that, at all times on and after the date that is one hundred twenty (120) days (or such later date as Agent may agree to) after the Closing Date, that Agent has received control agreements, in form and substance satisfactory to Agent in its Permitted Discretion, with respect to all such accounts, other than (A) those containing, at all times, less than $25,000 with respect to any one account or $100,000 in the aggregate for all such accounts and (B) those utilized solely for making payroll or employee benefit related payments. (iii) Borrower shall, and shall cause each Borrowing Base Party to, jointly with Agent, issue Credit Card Notices to each Credit Card Issuer and each Credit Card Processor utilized by any Borrowing Base Party, as and when requested by Agent. No Borrowing Base Party may change (except, upon prior written notice to Agent, to direct such funds to another Collection Account maintained with PNC) any direction or designation as to payments on Credit Card Receivables set forth in the Credit Card Notices without the prior written consent of Agent. Without limiting the foregoing or any other provision of this Agreement, in the event a Credit Card Notice is not in effect with respect to any credit or debit card processing arrangement to which a Borrowing Base Party is a party, the applicable Borrowing Base Party shall instruct the Credit Card Issuer and Credit Card Processor with respect thereto to remit all proceeds of the Credit Card Receivables arising therefrom to the Collection Account designated for receipt of such proceeds in the Credit Card Notices and shall not rescind or alter such instruction without the prior written consent of Agent (except, upon prior written notice to Agent, to direct such funds to another Collection Account maintained with PNC). (iv) Agent and Borrower each hereby acknowledge that each of the requirements set forth in Section 4.15(h) above which are required to be completed on or prior to the Closing Date with respect to Borrower and RCC have been so satisfied as of the Closing Date.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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 as of the Eighth Amendment Closing Date are set forth on Schedule 4.15(h). Borrowers shall furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8 and in connection with the closing of any Permitted Acquisition, any updates to Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, all proceeds of Collateral shall be remitted directly by the customers of each Grantor to (or, to the extent such Grantor received such proceeds directly, they shall be deposited by Borrowers into such Grantor 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 Borrowing Agent such Grantor and be acceptable to 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 BorrowerGrantor, 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent each Grantor shall obtain the agreement by each 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. Alternatively, upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and each Grantor 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 and investment accounts of each Borrower Grantor and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers 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 Borrowing Agent Borrower and be acceptable to Agent, Agent or (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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion PeriodAccount Bank, at upon notice from Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized transfer such funds so deposited 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 direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent Borrower shall obtain the agreement by each 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(h4.15(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 Borrowers 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 Borrowing Agent Borrower and each Guarantor and be acceptable to 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 Borrower and each Blocked Account Bank Guarantor shall enter into a deposit account control agreement in form and substance satisfactory issue to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 instructionsbank, an “Activation Notice”) irrevocable letter of instruction directing said bank to Agent on a daily basis, and (ii) Agent may direct Borrowers transfer such funds so deposited to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, Borrower and Borrowing Agent each Guarantor shall obtain the agreement by each Blocked Account Bank such 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 each Borrower opening and its Subsidiaries are set forth on Schedule 4.15(h)maintaining the Blocked Accounts (and any Depository Accounts) shall be borne by Borrower. Notwithstanding the foregoing, the definition of “Blocked Accounts” shall not include any account with a balance at all times of less than $25,000 during any consecutive thirty (30) day period.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers 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 Borrowing Agent Borrower and be reasonably acceptable to Agent, ; and (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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 directing such Blocked Account Bank, upon the triggering of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds event specified in the Blocked Accounts and Depository Accounts (any Account Agreement, to transfer such instructions, an “Activation Notice”) funds so deposited to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent Borrower shall obtain the agreement by each 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(h). Notwithstanding the foregoing, Borrower shall use its best efforts to 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 funds shall be captured in the lockbox accounts pursuant to Section 6.12 and shall be subject to a blocked account agreement by and among Agent, Borrowing Agent, and Blocked Account Bank, in a form acceptable to Agent in its Permitted Discretion.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent Borrowers and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at the Agent for in its reasonable discretion. Borrowers shall issue to any such bank on or before the deposit Closing Date, an irrevocable letter of instruction directing said bank to transfer such proceeds, or (iii) subject funds so deposited to the restrictions contained in Section 7.23, Agent upon 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 that is sufficient to give Agent “control” (for purposes occurrence of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds Triggering Event that has not been suspended 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 direct, 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)accordance with Section 6.11, either to a deposit any account maintained by the Agent at PNC said bank or by wire transfer to appropriate account(s) of the Agent. Upon the occurrence of a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Cash Dominion Triggering Event of Default that has occurred and is continuing, to cash collateralize outstanding Letters of Credit not been suspended in accordance with Section 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing6.11, the Borrowers shall retain the right to direct the disposition of funds 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 all funds deposited in the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of the Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent Borrowers shall obtain the agreement by each Blocked Account Bank such 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 and investment accounts of each Borrower and its Subsidiaries (except Excluded Foreign Subsidiaries) not at Agent or its Affiliates, are set forth on Schedule 4.15(h). 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 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 accordance with Section 6.11, at which time Borrowers shall be entitled to give, and the depository, securities intermediary or issuer, as applicable, shall comply with, the Borrowing Agent’s instructions with respect to the Account. (e) Section 7.4 of the Loan Agreement is amended to read as follows:

Establishment of a Lockbox Account, Dominion Account. All proceeds As of Collateral the date hereof the Parent, each Subsidiary and the Secured Party shall be deposited by Borrowers into either have established or designated all of the Company’s and each Subsidiaries bank accounts as (i) a lockbox depository 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 well as a (ii) lock box account (collectively the depository account, dominion account and the lock box account shall be referred to as “Blocked Accounts”) or such other account as may be selected by Borrowing Agent and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at the Agent parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit Account and/or lock box, as applicable, together with the proceeds thereof, all goods represented by such proceedsAccounts and all such goods that may be returned by the Company’s and each Subsidiaries customers, or (iii) subject to and all proceeds of any insurance thereon, and all guarantees, securities and liens which the restrictions contained Company and each Subsidiary may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in Section 7.23transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Other Company and each Subsidiary represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business into any accounts other than the Deposit and/or the Lockbox Accounts. Each , as applicable Borrower, Agent The parties hereto and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over Secured Party directing such Blocked Accounts. At any time during a Cash Dominion PeriodAccount Bank, at Agent’s discretionupon notification by the Secured Party of an Event of Default as defined herein, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to transfer 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 direct, the disposition of funds in deposited into 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 a deposit any account maintained by Agent the Secured Party at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which appropriate account(s) the Secured Party directs and providing the Secured Party such funds may be applied by Agent to repay control over the Blocked Accounts until the earlier of the Event of Default being cured or repayment of the Obligations, and, if . Upon 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 funds 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 all funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit the Secured Party and the ratable benefit of the Lenders, and Borrowing Agent parties hereto shall obtain the agreement by each 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(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of the ABL Priority Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent a bank or banks for the deposit of such proceedsproceeds (each such bank, a “Depository Account Bank”) or (iii) subject to the restrictions contained in Section 7.23, the Other Deposit AccountsCash Collateral Account. Each applicable Borrower, Agent and each Blocked Account Bank or Depository Account Bank, as applicable, shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked AccountsAccount Bank or Depository Account Bank, as applicable, to transfer at the close of each Business Day such funds so deposited to the Cash Collateral Account. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have As between Borrowers on the sole one hand and exclusive right to 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 basisthe 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 third parties on the other, or as between Agent and/or Lenders on the one hand and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, such third parties on 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 (iiother), either to a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by each such Blocked Account Bank or Depository Account Bank, as applicable, 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 or Depository Account Bank thereunder. All deposit accounts funds in the Cash Collateral Account shall be retained in such account until the earliest of (x) the Borrowers request that the account bank release such funds; provided, that, any such release of funds (i) shall not be permitted (and investment accounts the Borrowers shall not be permitted to request such release) so long as a Default or Event of Default shall have occurred and be continuing and (ii) shall constitute a representation and warranty by each Borrower that as of the date of such release the conditions contained in Section 8.2 have been satisfied (and Borrowing Agent shall provide evidence as to such satisfaction promptly after Agent’s request therefor), (y) the determination by Agent to apply any portion of the proceeds on deposit in such account (other than the Exempt Last Out Loan Proceeds) to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its Subsidiaries are sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds (other than the Exempt Last Out Loan Proceeds) 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) and (z) upon the occurrence of any Event of Default under Section 10.7 or 10.8 of this Agreement, all funds on deposit in such account (other than the Exempt Last Out Loan Proceeds) shall, without any notice or action on the part of Agent, be applied to prepay the Obligations. Notwithstanding the preceding sentence, no prepayment of Last Out Loans shall be made with the funds on deposit in such account (other than the Exempt Last Out Loan Proceeds) until the Discharge of ABL Obligations, and any payment to the Last Out Lenders on account of the Last Out Loans shall be subject to the Subordination Agreement; provided, however, that notwithstanding anything in this Agreement or the Subordination Agreement to the contrary, (A) so long as no Default or Event of Default has occurred (other than the Specified Defaults) and prior to any election by certain Last Out Lenders described in the next sentence, any and all Exempt Last Out Loan Proceeds then on deposit in the Cash Collateral Account shall be distributed to the Borrowers upon the Borrowers’ request at any time and from time to time, and (B) in the event any Exempt Last Out Loan Proceeds remain in the Cash Collateral Account at the time of an election described in this clause (B), upon the occurrence of any subsequent Default or Event of Default (other than any Specified Default), and notwithstanding anything in this Agreement or the Subordination Agreement to the contrary requiring the prior Discharge of the ABL Obligations, upon the election of the Last Out Required Lenders, such Exempt Last Out Loan Proceeds shall be applied by the Agent, if received by the Agent, solely to the repayment of the Last Out Loans and shall not be subject to the Subordination Agreement. For the avoidance of doubt, (I) Borrowers shall use and apply the Last Out Loan Proceeds (whether Exempt Last Out Loan Proceeds or not) only as set forth on Schedule in Section 2.22(a) (provided, that notwithstanding anything to the contrary herein, the Agent and the Lenders shall not be responsible or liable with respect to any breach by Borrowers of their agreements in this clause (I) or Section 2.22(a) with respect to use of the Last Out Loan Proceeds), (II) none of the Exempt Last Out Loan Proceeds, so long as they remain Exempt Last Out Loan Proceeds, shall be applied by the Agent to pay, repay or reimburse any of the Obligations except for the Last Out Loans (and accrued and cash pay interest thereon in accordance with the terms of this Agreement), and (III) any Last Out Loan Proceeds that cease for any reason to be Exempt Last Out Loan Proceeds cease to be subject to any restrictions in this Agreement that are applicable to Exempt Last Out Loan Proceeds (including the restriction in clause (II) of this sentence but not the requirement set forth in clause (I) of this sentence). Nothing contained in the Subordination Agreement shall be deemed to prejudice any of the terms and conditions of the preceding two sentences of this Section 4.15(h).”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit account maintained by Agent at PNC or said Blocked Account Bank, (ii) by wire transfer to a deposit account at PNCappropriate account(s) of Agent or (iii) with respect to the Foreign Blocked Accounts, which such funds may be applied in accordance with the instructions given by Agent to repay such Blocked Account Bank following the Obligationsdelivery of any revocation notice; provided that, andwith respect to any Foreign Blocked Accounts, if prior to the occurrence of an Event of Default has occurred and is continuingDefault, the respective Borrower may, from time to time, transfer funds from a Foreign Blocked Account (into which collections of Receivables are directed to be paid) to an operating account at the same bank (which, 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 funds extent practicable in the respective jurisdiction, shall also constitute a Blocked AccountsAccount), and utilize such funds for general operating needs and for loans and investments to the Depository Accounts extent permitted under this Agreement, and deliver to Agent an accounting thereof no less frequently then on a monthly basis. Agent reserves the Other Deposit Accounts. In right, however, to notify the event that Agent issues an Activation Noticerespective bank with respect to any Blocked Account, 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)time, that funds may only be transferred thereafter from the collection account to the operating account with the written approval of Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject the property of Agent (except as otherwise provided in agreements entered into by Agent with respect to the security interest of Agent, for its own benefit and the ratable benefit Blocked Accounts located outside of the Lenders, United States) and Borrowing Agent shall obtain the agreement by each 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(h).

Establishment of a Lockbox Account, Dominion Account. Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each Borrower shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in this Section 4.15(h) hereof or at any time and from time to time Agent may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, such Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower on each business day into the deposit accounts of such Borrower used solely for such purpose and identified to each retail store location as set forth on SCHEDULE 4.2(D) hereto. All such funds deposited into the separate deposit accounts shall be sent by ACH or by wire transfer on a daily basis and all other proceeds of Collateral shall be deposited sent by Borrowers into either (i) a lockbox accountACH or by wire transfer, 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 Borrowing Agent and be acceptable to 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 Blocked Accounts. Each applicable BorrowerBorrower shall irrevocably authorize and direct in writing, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 Agent, each of the Uniform Commercial Code) over banks into which proceeds from sales of Inventory from each retail store location of such Blocked Accounts. At Borrower are at any time during deposited as provided above to send all funds deposited in such account by ACH or by wire transfer on a Cash Dominion Perioddaily basis to the Blocked Accounts and such banks shall agree in writing to do so. Such authorization and direction shall not be rescinded, at revoked or modified without the prior written consent of Agent’s discretion. (ii) Each Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location to be sent as provided in Section 4.15(h)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant all amounts payable to such deposit account control agreements directingBorrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Without in any way limiting the foregoing, each Borrower shall establish and maintain a Blocked Account into which all proceeds from the disposition sale of funds Wholesale Inventory will be deposited and a Blocked Account into which all proceeds from the sale of Retail Inventory will be deposited. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and Depository Accounts (any such instructionsthat the depository bank will wire, an “Activation Notice”) to Agent or otherwise transfer, in immediately available funds, on a daily basis, and (ii) all funds received or deposited into the Blocked Accounts to such bank account of Agent as Agent may direct Borrowers from time to directtime designate for such purpose ("Payment Account"). Each Borrower agrees that all amounts deposited in such Blocked Accounts or other funds received and collected by Agent, and Borrowers whether as proceeds of inventory or other Collateral or otherwise shall so direct, be the disposition property 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds in the Blocked Accounts, the Depository Accounts and the Other Deposit AccountsAgent. In the event that Agent issues an Activation Noticeno Event of Default exists and is continuing and no Obligations are outstanding, Agent agrees agrees, upon the written request of Borrowing Agent, to rescind such Activation Notice deliver to Borrowers, to an account specified in writing by Borrowing Agent, any credit balance in the Payment Account or any other account maintained by Agent for the Borrowers' account. (iii) To the extent any Borrower may elect, at such Borrower's option, to use the Armored Car Companies to pick up and collect cash or other proceeds of sales of Inventory from a retail store location, such Borrower shall deliver to the Armored Car Companies all proceeds from sales of Inventory and other Collateral from such retail store location of such Borrower. Each Borrower electing to use an Armored Car Company shall irrevocably authorize and direct the Armored Car Companies in writing, in form and substance satisfactory to Agent, to remit all such proceeds at any time that no Cash Dominion Period received by the Armored Car Companies only to the deposit account identified on SCHEDULE 4.2(D) hereto for such purpose and thereafter to the Blocked Accounts. Such authorization and direction to the Armored Car Companies shall exist not be rescinded, revoked or modified without the prior written consent of Agent. As of the date hereof, the only Armored Car Companies used by the Borrowers are Safe & Sound Armed Courier, Inc. and Dunbar Armored, Inc. Borrowers shall not use any other Armored Xxx Xxmpanies for any purpose, except if (it being understood that, notwithstanding any such rescission, A) Agent shall have received not less than ten (10) days' prior written notice of the right intention of any such Borrower to use such other Armored Car Companies, (B) Agent shall have received an agreement in writing from such other Armored Car Companies, in form and is authorized substance satisfactory to issue an additional Activation Notice if a subsequent Cash Dominion Period Agent, acknowledging the security interests of Agent in the Collateral, waiving any security interest, lien or other claim to cash and other items delivered by such Borrower to the Armored Car Company and agreeing to send all cash and other items received by them only to the Blocked Accounts and to otherwise follow the instructions of Agent with respect thereto upon Agent's request, duly authorized, executed and delivered by and other Armored Car Companies, and (C) no Event of Default shall exist at any time thereafter). All funds deposited in the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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(h)have occurred.

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 Borrowers 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 Borrowing Agent Borrower and be acceptable to Agent, . Borrower shall cause each bank at which a Blocked Account is maintained (ii) depository accounts (each a “Depository Accountsblocked account bank”) 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 written agreement (a “blocked account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Codeagreement”) over such Blocked Accounts. At any time during a Cash Dominion Periodwith Agent, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to which such deposit blocked account control agreements directing, the disposition of bank shall agree to transfer such funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) so deposited to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC such blocked account bank or by wire transfer to appropriate account(s) of Agent, provided, however, that if PNC is serving as a deposit blocked account at PNCbank, which such funds may blocked account agreement shall not be applied by Agent to repay 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 funds 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)required. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent Borrower shall obtain the agreement by each Blocked Account Bank 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 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 the Closing Date (i) Borrower, Citibank, as a blocked account bank, and Agent, shall enter into a blocked account agreement, reasonably satisfactory to Agent, pertaining to, among other things, the transfer at 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 shall use reasonable efforts to “wind down” and terminate its Subsidiaries are set forth on Schedule 4.15(h)Blocked Account arrangement with Citibank as soon as practicable.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent Borrowers and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at the Agent for in its reasonable discretion. Borrowers shall issue to any such bank on or before the deposit Closing Date, an irrevocable letter of instruction directing said bank to transfer such proceeds, or (iii) subject funds so deposited to the restrictions contained in Section 7.23, Agent upon 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 that is sufficient to give Agent “control” (for purposes occurrence of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such deposit account control agreements directing, the disposition of funds Triggering Event that has not been suspended 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 direct, 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)accordance with Section 6.11, either to a deposit any account maintained by the Agent at PNC said bank or by wire transfer to appropriate account(s) of the Agent. Upon the occurrence of a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Cash Dominion Triggering Event of Default that has occurred and is continuing, to cash collateralize outstanding Letters of Credit not been suspended in accordance with Section 3.2(b) hereof. If a Cash Dominion Period has not occurred and is continuing6.11, the Borrowers shall retain the right to direct the disposition of funds 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 all funds deposited in the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of the Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent Borrowers shall obtain the agreement by each Blocked Account Bank such 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 and investment accounts of each Borrower and its Subsidiaries (except Excluded Foreign Subsidiaries) are set forth on Schedule 4.15(h). 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 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 accordance with Section 6.11, at which time Borrowers shall be entitled to give, and the depository, securities intermediary or issuer, as applicable, shall comply with, the Borrowing Agent’s instructions with respect to the Account.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 upon the delivery of a notice (the “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 Trigger Notice”) from Agent to Agent such Blocked Account Bank (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 daily basisDefault or Event of Default), and (ii) Agent may direct Borrowers such Blocked Account Bank shall transfer such funds so deposited to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit and Agent upon the ratable benefit delivery of the LendersTrigger Notice, and Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by each 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(h).

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 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 Borrowing Agent and be acceptable to Agent, 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, or and (iiiy) subject to the restrictions contained in Section 7.23, the Other Deposit Accountspayroll 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest Collateral of Agent, for its own benefit and the ratable benefit of the Lenders, Agent and Borrowing Agent shall obtain the agreement by each 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(h). Borrowers will not establish any deposit accounts after the Closing Date with anyone other than Agent excluding local payroll accounts and other deposit accounts consented to by Agent in writing.

Establishment of a Lockbox Account, Dominion Account. (i) All cash, Cash Equivalents, and the proceeds of all Collateral shall be deposited by Borrowers directly 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 Borrowing Agent and be reasonably acceptable to AgentAgent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or (iib) separate lockbox depository accounts (“Depository Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds, or . Collection Accounts shall be used solely for collections. All disbursements shall be made from separate disbursement accounts established with Agent. (iiiii) 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 reasonably satisfactory to Agent that is sufficient to give (each, a “Blocked Account Agreement”) granting Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) exclusive control over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 directing such Blocked Account Bank to transfer such funds deposited therein to Agent without offset or deduction upon written notice from Agent (any such instructions, each an “Activation Account Control Notice”) to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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(bappropriate account(s) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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 Each Blocked Account Agreement shall require that the applicable Blocked Account Bank provide account statements and such other account information as is reasonably requested by Agent from time to time. (iii) Agent shall only be entitled to give an Account Control Notice to each Blocked Account Bank and to exercise exclusive control over all Blocked Accounts and Collection Accounts during a Cash Dominion Period. Upon the issuance of an Account Control Notice by Agent during a Cash Dominion Period, all funds then held and thereafter deposited in Blocked Accounts and Collection Accounts shall immediately become subject to the exclusive control of Agent and property of Agent and applied to the Obligations in accordance with the terms hereof except to the extent set forth in Section 4.15(h)(v). Agent may maintain the foregoing in effect notwithstanding the waiver or cure of the event or circumstance which caused the Triggering Event; provided that, upon a Satisfaction Event, Agent shall, at the request of any Borrowing Agent, promptly rescind each Account Control Notice, permit Borrowers access to funds on deposit accounts in the Blocked Accounts and investment accounts Collection Accounts, and cease the daily application of each Borrower and its Subsidiaries are collections to the Obligations until a subsequent Triggering Event occurs. (iv) As of the Restatement Date, set forth on Schedule 4.15(h)) are all of the deposit accounts and securities accounts of each Borrower, Guarantor and their respective Subsidiaries, including, with respect to each bank or securities intermediary (i) the name and address of such Person, and (ii) the account numbers of the deposit accounts and securities accounts maintained with such Person. Borrowing Agent shall update Schedule 4.15(h) from time to time to disclose any additional account maintained under Section 4.15(h)(v)(A) which contains a collected balance in excess of $50,000. (v) So long as no Event of Default has occurred and is continuing: (A) notwithstanding the requirements of Section 4.15(h)(i) or a pending Cash Dominion Period, Borrowers may deposit the proceeds of cash sales to retail Customers into depository accounts that are neither Collection Accounts nor subject to Blocked Account Agreements, provided that if the aggregate amount deposited in such accounts exceeds $200,000 on the last Business Day of any calendar week, such excess shall be immediately transferred to a Collection Account, and Borrowers shall use commercially reasonable efforts to substitute Agent as the depository bank for such accounts, (B) notwithstanding the requirements of Section 4.15(h)(iii) or a pending Cash Dominion Period, Borrowers may continue to maintain balances in Blocked Accounts located in Canada, provided that on the last Business Day of each calendar month, Borrowers shall cause the aggregate amount on deposit in such accounts in excess of CDN$100,000 to be transferred to a Collection Account, and (C) notwithstanding the requirements of Section 4.15(h)(iii) or a pending Cash Dominion Period, Borrowers may continue to maintain disbursement account balances in Blocked Accounts located in Puerto Rico, provided that on the last Business Day of each calendar month, Borrowers shall cause the aggregate amount on deposit in such accounts in excess of $1,000,000 to be transferred to a Collection Account.

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Event and, in the event such Cash Dominion Event occurred pursuant to clause (a) of the definition of Cash Dominion Event, until no Event of Default shall have occurred and be continuing, all proceeds of Collateral shall be remitted directly by the customers of each Grantor to (or, to the extent such Grantor received such proceeds directly, they shall be deposited by Borrowers into such Grantor 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 Borrowing Agent such Grantor and be acceptable to 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 BorrowerGrantor, 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent each Grantor shall obtain the agreement by each 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. Alternatively, upon the occurrence of a Cash Dominion Event and, in the event such Cash Dominion Event occurred pursuant to clause (a) of the definition of Cash Dominion Event, until no Event of Default shall have occurred and be continuing, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and each Grantor 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 and investment accounts of each Borrower Grantor and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit account maintained by Agent at PNC said Blocked Account Bank or (ii) by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit and the ratable benefit of the Lenders, Agent and Borrowing Agent shall obtain the agreement by each 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(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 Section 8.2, use such funds to finance the acquisition as contemplated and required in foregoing clause (ii), and, after giving pro forma effect to such Revolving Advance, the Borrowers shall have Undrawn Availability of at least $5,000,000.

Establishment of a Lockbox Account, Dominion Account. (i) All of Borrowers’ cash, cash equivalents, and the proceeds of all Collateral shall be deposited by Borrowers directly into either 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 Borrowing Agent and be reasonably acceptable to AgentAgent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or (iib) separate lockbox depository accounts (“Depository Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds; provided that, or (iii) subject all disbursements shall be made from separate disbursement accounts established with Agent; provided further that Borrowers may maintain separate payroll and other employee-related accounts at other institutions to the restrictions contained in Section 7.23, the Other Deposit Accountsextent desirable to accommodate their employees. Collection Accounts shall be used solely for collections. (ii) 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 that is sufficient to give (each, a “Blocked Account Agreement”) granting Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) exclusive control over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 directing such Blocked Account Bank to transfer such funds deposited therein to Agent without offset or deduction upon written notice from Agent (any such instructions, each an “Activation Account Control Notice”) to Agent on a daily basis, and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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(bappropriate account(s) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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 Each Blocked Account Agreement shall require that the applicable Blocked Account Bank provide account statements and such other account information as is reasonably requested by Agent from time to time. (iii) Agent shall only be entitled to give an Account Control Notice to each Blocked Account Bank and to exercise exclusive control over all Blocked Accounts and Collection Accounts during a Cash Dominion Period. Upon the issuance of an Account Control Notice by Agent during a Cash Dominion Period, all funds then held and thereafter deposited in Blocked Accounts and Collection Accounts shall immediately become subject to the exclusive control of Agent and property of Agent and applied to the Obligations in accordance with the terms hereof. Agent may maintain the foregoing in effect notwithstanding the waiver or cure of the event or circumstance which caused the Triggering Event; provided that, upon a Satisfaction Event, Agent shall, at the request of any Borrowing Agent, promptly rescind each Account Control Notice, permit Borrowers access to funds on deposit accounts in the Blocked Accounts and investment accounts Collection Accounts, and cease the daily application of collections to the Obligations until a subsequent Triggering Event occurs. (iv) Upon the occurrence of an Event of Default, Borrowers shall cause their respective Foreign Subsidiaries to deposit their cash and cash equivalents in the Collection Accounts for application to the Obligations to the extent such Foreign Subsidiaries’ combined cash and cash equivalents are in excess of $2,500,000 in the aggregate upon such occurrence. On the sixth (6th) Business Day of each Borrower calendar month during the continuation of such Event of Default, Borrowers shall cause their respective Foreign Subsidiaries to deposit their cash and its Subsidiaries cash equivalents in the Collection Accounts for application to the Obligations to the extent such Foreign Subsidiaries’ combined cash and cash equivalents are in excess of $2,500,000 in the aggregate on the first (1st) Business Day of each such month. (v) As of the Closing Date, set forth on Schedule 4.15(h)) are all of the deposit accounts and securities accounts of Holdings and its Subsidiaries, including, with respect to each bank or securities intermediary (i) the name and address of such Person, and (ii) the account numbers of the deposit accounts and securities accounts maintained with such Person.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent Borrowers and be acceptable to Agent, Agent or (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 BorrowerBorrowers, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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) 3.2 hereof. If Prior to the occurrence of a Cash Dominion Period has not occurred and is continuingTriggering Event, the Borrowers Loan Parties shall retain the right to direct the disposition of funds 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 Triggering Event shall have occurred or a Cash Dominion Period shall exist at any time thereafter). All funds deposited in the Blocked Accounts, Depository Accounts or Other Deposit Depository Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lendersother Secured Parties, and Borrowing Agent Borrowers shall obtain the agreement by 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 arrangementarrangements, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. During a Cash Dominion Period, 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 all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2 hereof) in such order as Agent shall determine in its discretion, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof; provided that, in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first, to the Revolving Advances which are Domestic Rate Loans, and then to Revolving Advances which are LIBOR Rate Loans. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

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 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 Borrowing Agent and be acceptable to Agent, Agent or (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 upon the delivery of a notice (the “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 Trigger Notice”) from Agent to Agent such Blocked Account Bank (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 daily basisDefault or Event of Default), and (ii) Agent may direct Borrowers such Blocked Account Bank shall transfer such funds so deposited to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall immediately become subject to the security interest property of Agent, for its own benefit and Agent upon the ratable benefit delivery of the LendersTrigger Notice, and Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by each 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(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of the ABL Priority Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent a bank or banks for the deposit of such proceedsproceeds (each such bank, a “Depository Account Bank”) or (iii) subject to the restrictions contained in Section 7.23, the Other Deposit AccountsCash Collateral Account. Each applicable Borrower, Agent and each Blocked Account Bank or Depository Account Bank, as applicable, shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked AccountsAccount Bank or Depository Account Bank, as applicable, to transfer at the close of each Business Day such funds so deposited to the Cash Collateral Account. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have As between Borrowers on the sole one hand and exclusive right to 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 basisthe 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 third parties on the other, or as between Agent and/or Lenders on the one hand and (ii) Agent may direct Borrowers to direct, and Borrowers shall so direct, such third parties on 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 (iiother), either to a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by each such Blocked Account Bank or Depository Account Bank, as applicable, 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 or Depository Account Bank thereunder. All deposit accounts funds in the Cash Collateral Account shall be retained in such account until the earliest of (x) the Borrowers request that the account bank release such funds; provided, that, any such release of funds (i) shall not be permitted (and investment accounts the Borrowers shall not be permitted to request such release) so long as a Default or Event of Default shall have occurred and be continuing and (ii) shall constitute a representation and warranty by each Borrower that as of the date of such release the conditions contained in Section 8.2 have been satisfied (and Borrowing Agent shall provide evidence as to such satisfaction promptly after Agent’s request therefor), (y) the determination by Agent to apply any portion of the proceeds on deposit in such account to the satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its Subsidiaries 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) and (z) upon the occurrence of any Event of Default under Section 10.7 or 10.8 of this Agreement, all funds on deposit in such account shall, without any notice or action on the part of Agent, be applied to prepay the Obligations. Notwithstanding anything to the contrary provided for in this Agreement, (i) no later than two (2) Business Days following the Closing Date, Borrowers shall give all Account Debtors that remit payments and collections on Receivables by wire transfer, ACH or other electronic transactions notice to remit such payments and collections to the Blocked Account Bank or Depository Account Bank, as applicable, and (ii) promptly upon notice to Borrowers from the Blocked Account Bank that the lockbox services for the collection account(s) of Borrowers established with such Blocked Account Bank are set forth on Schedule 4.15(h)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.

Establishment of a Lockbox Account, Dominion Account. Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each Borrower shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in this Section 4.15(h) hereof or at any time and from time to time Agent may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, such Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower on each business day into the deposit accounts of such Borrower used solely for such purpose and identified to each retail store location as set forth on SCHEDULE 4.2(D) hereto. All such funds deposited into the separate deposit accounts shall be sent by ACH or by wire transfer on a daily basis and all other proceeds of Collateral shall be deposited sent by Borrowers into either (i) a lockbox accountACH or by wire transfer, 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 Borrowing Agent and be acceptable to 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 Blocked Accounts. Each applicable BorrowerBorrower shall irrevocably authorize and direct in writing, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 Agent, each of the Uniform Commercial Code) over banks into which proceeds from sales of Inventory from each retail store location of such Blocked Accounts. At Borrower are at any time during deposited as provided above to send all funds deposited in such account by ACH or by wire transfer on a Cash Dominion Perioddaily basis to the Blocked Accounts and such banks shall agree in writing to do so. Such authorization and direction shall not be rescinded, at revoked or modified without the prior written consent of Agent’s discretion. (ii) Each Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location to be sent as provided in Section 4.15(h)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant all amounts payable to such deposit account control agreements directingBorrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Without in any way limiting the foregoing, each Borrower shall establish and maintain a Blocked Account into which all proceeds from the disposition sale of funds Wholesale Inventory will be deposited and a Blocked Account into which all proceeds from the sale of Retail Inventory will be deposited. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and Depository Accounts (any such instructionsthat the depository bank will wire, an “Activation Notice”) to Agent or otherwise transfer, in immediately available funds, on a daily basis, and (ii) all funds received or deposited into the Blocked Accounts to such bank account of Agent as Agent may direct Borrowers from time to directtime designate for such purpose ("Payment Account"). Each Borrower agrees that all amounts deposited in such Blocked Accounts or other funds received and collected by Agent, and Borrowers whether as proceeds of inventory or other Collateral or otherwise shall so direct, be the disposition property 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds in the Blocked Accounts, the Depository Accounts and the Other Deposit AccountsAgent. In the event that Agent issues an Activation Noticeno Event of Default exists and is continuing and no Obligations are outstanding, Agent agrees agrees, upon the written request of Borrowing Agent, to rescind such Activation Notice deliver to Borrowers, to an account specified in writing by Borrowing Agent, any credit balance in the Payment Account or any other account maintained by Agent for the Borrowers' account. (iii) To the extent any Borrower may elect, at such Borrower's option, to use the Armored Car Companies to pick up and collect cash or other proceeds of sales of Inventory from a retail store location, such Borrower shall deliver to the Armored Car Companies all proceeds from sales of Inventory and other Collateral from such retail store location of such Borrower. Each Borrower electing to use an Armored Car Company shall irrevocably authorize and direct the Armored Car Companies in writing, in form and substance satisfactory to Agent, to remit all such proceeds at any time that no Cash Dominion Period received by the Armored Car Companies only to the deposit account identified on SCHEDULE 4.2(D) hereto for such purpose and thereafter to the Blocked Accounts. Such authorization and direction to the Armored Car Companies shall exist not be rescinded, revoked or modified without the prior written consent of Agent. As of the date hereof, the only Armored Car Companies used by the Borrowers are Safe & Sound Armed Courier, Inc. and Dunbar Armored, Inc. Borrowers shall not use any other Armored Xxx Xompanies for any purpose, except if (it being understood that, notwithstanding any such rescission, A) Agent shall have received not less than ten (10) days' prior written notice of the right intention of any such Borrower to use such other Armored Car Companies, (B) Agent shall have received an agreement in writing from such other Armored Car Companies, in form and is authorized substance satisfactory to issue an additional Activation Notice if a subsequent Cash Dominion Period Agent, acknowledging the security interests of Agent in the Collateral, waiving any security interest, lien or other claim to cash and other items delivered by such Borrower to the Armored Car Company and agreeing to send all cash and other items received by them only to the Blocked Accounts and to otherwise follow the instructions of Agent with respect thereto upon Agent's request, duly authorized, executed and delivered by and other Armored Car Companies, and (C) no Event of Default shall exist at any time thereafter). All funds deposited in the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by 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(h)have occurred.

Establishment of a Lockbox Account, Dominion Account. All payments of Receivables and other proceeds of Collateral (i) shall be deposited by Borrowers directly 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 Administrative Agent may require pursuant to an arrangement with such Blocked Account Bank bank as may be selected by Borrowing Agent Borrowers and be acceptable to Agent, (ii) depository accounts (“Depository Accounts”) established at the Administrative 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 directbe transferred from a Blocked Account and deposited into a Permitted Operating Account and no other account; provided however, and that notwithstanding the foregoing, following any Event of Default, all proceeds of Collateral shall be deposited only in Blocked Accounts. Borrowers shall so direct, the disposition of funds in the issue to any such bank with Blocked Accounts, Depository Accounts and/or an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Administrative Agent daily upon receipt of notice from Administrative Agent that an Event of Default has occurred, either to any account maintained by Administrative Agent at said bank or by wire transfer to appropriate account(s) of Administrative Agent; provided, further, however, that all payments of receivables and other proceeds of Collateral in an aggregate amount not in excess of U.S. $1,000,000 held in accounts located outside of the Other Deposit Accounts on a daily basis, in United States of America (“Foreign Accounts”) shall not be subject to the case of foregoing clauses (i) and (ii)) of this Section 4.15(h) and Borrowers shall not permit the aggregate amount of all payments of Receivables and other proceeds of Collateral held in Foreign Accounts which are not Blocked Accounts to exceed U.S. $1,000,000 at any time. Unless otherwise agreed by the Required Lenders, either to a deposit account maintained by Administrative Agent at PNC or by wire transfer to a deposit account at PNC, which shall send such funds may be applied by Agent to repay the Obligations, and, if notice following 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 funds 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 or at any time thereafter)following the request of the Required Lenders during the continuance of an Event of Default; provided, that, no reasonable delay on the part of the Administrative Agent shall subject the Administrative Agent to any liability hereunder. All Upon the occurrence of any Event of Default, all funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts Account shall immediately become subject to the security interest property of Administrative Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent Borrowers shall obtain the agreement by each Blocked Account Bank such bank to waive any offset rights against the funds so deposited. Neither Administrative Agent nor any Lender assumes any responsibility for such blocked account 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, 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 each Borrower and its Subsidiaries are set forth on Schedule 4.15(h)Collateral or cause same to be deposited, in kind, in such Depository Accounts of Administrative Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 BorrowerBorrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account at PNCcontrol agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, which upon notice from Agent (“Notice”), to transfer such funds may be applied so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to repay appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the Obligations, and, if an occurrence and during the continuation of a Default or Event of Default has occurred and or (ii) Undrawn Availability 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 funds 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)less than $3,000,000. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit and the ratable benefit of the Lenders, Agent and Borrowing Agent shall obtain the agreement by each 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(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent Borrowers and be acceptable to Agent, Agent in its sole discretion or (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 BorrowerBorrowers, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent Borrowers shall obtain the agreement by each 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 Borrowers and its their Subsidiaries are set forth on Schedule 4.15(h). 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 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 receive any collections or other 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 receipt thereof.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers 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 Borrowing Agent the applicable Loan Party and be acceptable to Administrative Agent. The applicable Loan Party, (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, 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over Agents directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Administrative Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Administrative Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Administrative Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Collateral Agent and the ratable benefit of the Lenders, and Borrowing Agent applicable Loan Party shall obtain the agreement by each 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 each Borrower the Borrowers and its their Subsidiaries and the other Loan Parties are set forth on Schedule 4.15(h6.19(h). No Loan Party shall open any new deposit account, securities account or investment account with a bank, depository institution or securities intermediary other than Administrative Agent and other than Excluded Accounts unless (i) the Loan Parties shall have 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 Uniform Commercial Code) over such account.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers 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 Borrowing Agent and be acceptable to Agent, Agent in its Permitted Discretion or (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 BorrowerCredit Party, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent 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 Blocked Accounts. At any time account and which permits Agent, during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized direct such Blocked Account Bank to give instructions pursuant to transfer 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 so deposited on a daily basis, and (ii) Agent may direct Borrowers basis or at other times acceptable to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Depository Accounts shall immediately become subject to the security interest of Agent, Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the LendersObligations, and Borrowing Agent shall obtain the agreement by each 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 each Borrower any Credit Party, including, without limitation, all Blocked Accounts and its Subsidiaries Depository Accounts are described and set forth on Schedule 4.15(h)4.8(h) hereto. Notwithstanding the foregoing, in accordance with Section 4.1 hereof, Contributing Foreign Subsidiaries and, to the extent of amounts in excess of the Excluded Foreign Asset Threshold, other Credit Parties or Subsidiaries of Credit Parties may, in each case, be required to maintain their cash and cash equivalents in Blocked Accounts, Depository Accounts, or other similar accounts (with analogous arrangements necessary to perfect a Lien in favor of Agent) subject to 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 maintained.

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 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 Borrowing Agent and be acceptable to Agent, 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) subject to the restrictions contained in Section 7.23received by check shall be deposited by Borrowers no less often than weekly into accounts at Citizens Bank, the Other Deposit Accountsfunds 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit and the ratable benefit of the Lenders, Agent and Borrowing Agent shall obtain the agreement by each 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(h)) and no additional such accounts (other than those on which the Liens of the Agent need not be perfected as provided in Section 4.2) shall be opened by any Borrower except if subject to a control agreement reasonably satisfactory to Agent.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral Borrowers shall be deposited by Borrowers into either (i) maintain a lockbox account, dominion account or such other (the “blocked account” (“Blocked AccountsLockbox Account”) established at with a bank or banks acceptable to Agent (each such bank, a the “Blocked Account Lockbox Bank”) pursuant to ), and shall execute with the Lockbox Bank an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be acceptable to 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 acceptable to Agent that is sufficient to give Agent in its Permitted Discretion (the “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to directLockbox Agreement”), and is hereby authorized to give instructions pursuant to such deposit account control other 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) related thereto as Agent may direct Borrowers to direct, and Borrowers shall so direct, 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 a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the funds so depositedrequire. Neither Agent nor any Lender assumes any responsibility for such blocked account Lockbox Account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Lockbox Bank thereunder. Borrower shall ensure that all receivables of Borrowers, Guarantors and their Subsidiaries and proceeds of all other Collateral are paid and delivered directly from account debtors and other Persons into the Lockbox Account. The Lockbox Agreement shall provide that, at all times prior to the delivery of a Trigger Notice (as hereinafter defined), the Lockbox Bank will transfer all funds paid into the Lockbox Account into Borrowers’ operating depository account. The Lockbox Agreement shall further provide that upon receipt of written notice (“Trigger Notice”) from the Agent at any time after (i) the average daily Undrawn Availability for thirty (30) consecutive days is less than $10,000,000.00 or (ii) the occurrence and during the continuance of an Event of Default, the Lockbox Bank will immediately, and on a daily basis thereafter, transfer all funds paid into the Lockbox Account into a depository account maintained by Agent at such bank as Agent may communicate to Borrowers from time to time (the “Concentration Account”). All funds deposited in such Concentration Account shall immediately become the property of Agent, for the benefit of the Lenders, and shall be used to satisfy Obligations due and owing to Agent and the Lenders. If the average daily Undrawn Availability for thirty (30) consecutive days is greater than or equal to $15,000,000.00 following the delivery by Agent of a Trigger Notice to the Lockbox Bank and no Event of Default is in existence at such time, Agent may instruct the Lockbox Bank to again transfer all funds paid into the Lockbox Account into Borrowers’ operating depository account. To the extent that any such receivables collections or other proceeds of Collateral are not sent directly to the Lockbox Account but are received by any Borrower or any Guarantor or Affiliate of any Borrower, such collections and proceeds shall be held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within two (2) Business Days), in the form received, to the Lockbox Bank for immediate transfer to the Lockbox Account; provided, however, upon written request of Agent after the occurrence and during the continuance of an Event of Default, such collections and proceeds will be immediately remitted (and in any event within two (2) Business Days) in the form received to the Concentration Account. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 upon the delivery of a notice (the “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 Trigger Notice”) from Agent to Agent such Blocked Account Bank (which Trigger Notice may be delivered at any time (x) on a daily basis, 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 (ii2) Agent may direct Borrowers October 31, 2016) or (y) upon or after the occurrence and during the continuance of a Default or Event of Default), such Blocked Account Bank shall transfer such funds so deposited to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit and Agent upon the ratable benefit delivery of the LendersTrigger Notice, and Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by each 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(h). (e) Section 6.5 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

Establishment of a Lockbox Account, Dominion Account. All proceeds of the ABL Priority Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agent, Agent or (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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay 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(bappropriate account(s) hereof. If a Cash Dominion Period has not occurred and is continuing, the Borrowers shall retain the right to direct the disposition of funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent. 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 third parties on the other, for its own benefit or as between Agent and/or Lenders on the one hand and such third parties on the ratable benefit of the Lendersother), and Borrowing Agent shall obtain the agreement by each 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 Agent shall apply all funds received by it from the Blocked Accounts and 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 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 provided for in this Agreement, (i) no later than two (2) Business Days following the Closing Date, Borrowers shall give all Account Debtors that remit payments and collections on Receivables by wire transfer, ACH or other electronic transactions notice to remit such payments and collections to the collection account(s) of 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 with any banks or financial institutions other than Agent to be closed and investment accounts shall comply fully with the provisions of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h)Section 4.15(d) hereof.

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, all proceeds of Collateral shall be remitted directly by the customers of the Borrower to (or, to the extent the Borrower received such proceeds directly, they shall be deposited by Borrowers into 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 Borrowing Agent Borrower and be acceptable to 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 The Borrower, 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 that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over directing such Blocked Accounts. At any time during a Cash Dominion Period, at Account Bank to transfer such funds so deposited to Agent’s discretion, (i) Agent shall have the sole and exclusive right to 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 direct, 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 a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest property of Agent, for its own benefit Agent and the ratable benefit of the Lenders, and Borrowing Agent Borrower shall obtain the agreement by each 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. Alternatively, upon the occurrence of a Cash Dominion Event and until, as applicable, no Event of Default shall have occurred and be continuing or upon the occurrence of a Testing Event Cure, 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. All deposit accounts and investment accounts of each the Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by 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 Borrowing Agent and be acceptable to Agentcontrol agreement, a “Control Agreement”), or (ii) depository accounts established at Administrative Agent (“Depository Accounts”) established at the Agent for the deposit of such proceeds, or (iii) subject to . Upon 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 that is sufficient to give Agent “control” (for purposes occurrence of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. At any time during a Cash Dominion PeriodEvent, at Agent’s discretionAdministrative Agent shall give notice to each 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, (iy) Agent Borrowers shall have not be permitted to withdraw or direct the sole and exclusive right to direct, and is hereby authorized to withdrawal of proceeds from such Controlled Accounts or give any instructions pursuant to such deposit account control agreements directing, the whatsoever concerning disposition of funds the proceeds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basisControlled Accounts, and (iiz) Agent may direct Borrowers to direct, and Borrowers shall so direct, the disposition of any funds in the Blocked Accounts, Controlled Accounts or in any Depository Accounts and/or the Other Deposit Accounts on a daily basis, in the case of clauses (i) Account shall be transferred and (ii), either shall continue to a deposit account maintained by be transferred to Administrative Agent at PNC or by wire transfer for application to a deposit account at PNC, which such funds may be applied by Agent to repay 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 funds 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 the Blocked Accounts, Depository Accounts or Other Deposit Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the Lenders, and Borrowing Agent shall obtain the agreement by each Blocked Account Bank to waive any offset rights against the funds so deposited. 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(h).; provided, that Borrowers may amend Schedule 4.15 so long as such amendment occurs by written notice to the 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 have entered into a Control Agreement with respect to such additional account(s) with the Administrative Agent and the applicable Controlled Account Bank

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers 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 Borrowing Agent and be acceptable to Agent, Agent in its Permitted Discretion or (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 BorrowerCredit Party, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent 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 Blocked Accounts. At any time account and which permits Agent, during a Cash Dominion Period, at Agent’s discretion, (i) Agent shall have the sole and exclusive right to direct, and is hereby authorized direct such Blocked Account Bank to give instructions pursuant to transfer 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 so deposited on a daily basis, and (ii) Agent may direct Borrowers basis or at other times acceptable to direct, and Borrowers shall so direct, 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)Agent, either to a deposit any account maintained by Agent at PNC said Blocked Account Bank or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event appropriate account(s) 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 funds 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)Agent. All funds deposited in the such Blocked Accounts, Depository Accounts or Other Deposit Depository Accounts shall immediately become subject to the security interest of Agent, Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the LendersObligations, and Borrowing Agent shall obtain the agreement by each 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 each Borrower any Credit Party, including, without limitation, all Blocked Accounts and its Subsidiaries Depository Accounts are described and set forth on Schedule 4.15(h)4.8(h) hereto. Notwithstanding the foregoing, in accordance with Section 4.1 hereof, Contributing Foreign Subsidiaries and, to the extent of amounts in excess of the Excluded Foreign Asset Threshold, other Credit Parties or Subsidiaries of Credit Parties may, in each case, be required to maintain their cash and cash equivalents in Blocked Accounts, Depository Accounts, or other similar accounts (with analogous arrangements necessary to perfect a Lien in favor of Agent) subject to 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 maintained.