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, at the direction of Agent, be deposited by Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers shall obtain the agreement by 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 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All ---------------------------------------------------- proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank bank(s) as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent Agent, and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for such "blocked account" arrangementarrangement including, 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers Loan Parties into a lockbox account, dominion account or such other "blocked account" depository accounts ("Blocked Depository Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to AgentDepository Bank. Borrowers On the Closing Date, Loan Parties shall issue to any such bankDepository Bank, an irrevocable letter of instruction directing said bank Depository Bank to transfer such funds so deposited to AgentAgent upon notice from Agent that an Event of Default has occurred (the "Springing Control Notice"), either to any account maintained by Agent at said bank Depository Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent , and Borrowers shall obtain the agreement by such bank Depository Bank to waive any offset rights against the funds so depositeddeposited other than for regular and customary charges imposed by Depository Bank with respect to the Depository Accounts and with respect to checks previously credited to the Depository Accounts which are returned due to insufficient funds. All funds held or deposited in the Depository Accounts following receipt by Depository Bank of the Springing Control Notice shall immediately become the property of Agent for the benefit of the Lenders and shall be applied by Agent in accordance with Section 11.2. Neither Agent nor any Lender assumes any responsibility for such "blocked account" the Depository Accounts 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 Borrowers 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 Subject to the Blocked Accountsprovisions of Section 2.13(b), all amounts remitted to Agent pursuant to this Section 4.15(h) shall be applied in accordance with the provisions of Section 2.13(a)(i) (without the requirement of giving notice or satisfying the minimum payment amounts set forth therein).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers each Financial Party into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be reasonably acceptable to Agent. Borrowers Borrower shall and shall cause each Financial Party to issue to any such bank, bank an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers the Borrower shall and shall cause each Financial Party to obtain the agreement by such bank to waive any offset rights against the funds fund so deposited. Neither Agent nor any Lender assumes any no 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, upon the occurrence of an Event of Default or in the event a Blocked Account is not created as provided above, Agent may establish depository accounts ("Depository Accounts") in the name of Agent at a bank or banks for the deposit of for such funds and Borrowers Borrower shall and shall cause each Financial Party to deposit all proceeds of Collateral Receivables or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "blocked account" Blocked Account ("“Blocked Accounts"”) as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to any such bank, bank an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" “Blocked Account” shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" any 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, Agent may establish depository accounts ("“Depository Accounts"”) in the name of Agent at a bank or banks for the deposit of such funds and Borrowers 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.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers into a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Account shall immediately become the property of Agent and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers Loan Parties into a lockbox account, dominion account or such other "blocked account" depository accounts ("Blocked “Depository Accounts"”) as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable Depository Bank. On the Original Closing Date, Loan Parties issued to Agent. Borrowers shall issue to any such bankDepository Bank, an irrevocable letter of instruction directing said bank Depository Bank to transfer such funds so deposited to AgentAgent upon notice from Agent that an Event of Default has occurred (the “Springing Control Notice”), either to any account maintained by Agent at said bank Depository Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent , and Borrowers shall obtain obtained the agreement by such bank Depository Bank to waive any offset rights against the funds so depositeddeposited other than for regular and customary charges imposed by Depository Bank with respect to the Depository Accounts and with respect to checks previously credited to the Depository Accounts which are returned due to insufficient funds. All funds held or deposited in the Depository Accounts following receipt by Depository Bank of the Springing Control Notice shall immediately become the property of Agent for the benefit of the Lenders and shall be applied by Agent in accordance with Section 11.2. Neither Agent nor any Lender assumes any responsibility for such "blocked account" the Depository Accounts 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 Borrowers 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 Subject to the Blocked Accountsprovisions of Section 2.13(b), all amounts remitted to Agent pursuant to this Section 4.15(h) shall be applied in accordance with the provisions of Section 2.13(a) (without the requirement of giving notice or satisfying the minimum payment amounts set forth therein).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by 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 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral Receivables shall, at the direction of AgentLender, be deposited by the Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent Lender may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to AgentLender. The Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agentthe Lender, either to any account maintained by Agent the Lender at said bank or by wire transfer to appropriate account(s) of Agentthe Lender. All funds deposited in such "blocked account" shall immediately become subject to Lender's first priority security interest and the property of Agent and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no 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 Lender may establish depository accounts ("Depository Accounts") in the name of Agent Lender at a bank or banks for the deposit of for such funds and Borrowers shall deposit all proceeds of Collateral Receivables or cause same to be deposited, in kind, in such Depository Accounts of Agent Lender in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "blocked account" account ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Account shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" any 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, Agent may establish depository accounts ("Depository Accounts") in the name of Agent at a bank or banks for the deposit of such funds and Borrowers 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.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by 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 bank the Agent thereunder. Alternatively, Agent may establish depository accounts ("Depository Accounts") in the name of the Agent, at the Agent at a bank or banks for the deposit of such funds and Borrowers 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.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral Receivables shall, at the direction of AgentLender, be deposited by Borrowers the Borrower into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent Lender may require pursuant to an arrangement with such bank as may be selected by Borrowers the Borrower and be acceptable to AgentLender. Borrowers The Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agentthe Lender, either to any account maintained by Agent the Lender at said bank or by wire transfer to appropriate account(s) of Agentthe Lender. All funds deposited in such "blocked account" shall immediately become subject to Lender's first priority security interest and the property of Agent and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no 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 Lender may establish depository accounts ("Depository Accounts") in the name of Agent Lender at a bank or banks for the deposit of for such funds and Borrowers the Borrower shall deposit all proceeds of Collateral Receivables or cause same to be deposited, in kind, in such Depository Accounts of Agent Lender in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All Notwithstanding anything to the contrary contained herein or in any Other Document, all proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers each Borrower into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank banks as may be selected by Borrowers Borrowing Agent and be reasonably acceptable to Agent. Borrowers Each appropriate Borrower shall issue to any each such bankbank at which a Blocked Account is maintained, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property of Agent and Borrowers each appropriate Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for such "blocked account" arrangementany Blocked Account arrangements, including 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 Borrowers each 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.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no 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 Borrowers 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.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent may require pursuant to an arrangement with Agent or such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Account shall immediately become the property of controlled by Agent and Borrowers may be applied to the Obligations and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so depositeddeposited (other than with respect to returned checks, or other unpaid items and bank fees). Neither Agent nor any Lender assumes any responsibility for such "blocked account" 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 or in which Agent is granted legal control at a bank or banks for the deposit of such funds and Borrowers Borrower shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts. The Borrower shall deliver to Agent, with respect to each Deposit Account maintained by Borrower as of the Closing Date and listed on Schedule 5.2(c) hereof, and each Deposit Account opened by Borrower after 39 the Closing Date, a Deposit Account Control Agreement or similar agreement in which such bank acknowledges the lien and control of Agent in such Deposit Account.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers into a lockbox lock box account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent Agent, and Borrowers shall obtain the agreement by 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 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other "blocked account" ("Blocked AccountsBLOCKED ACCOUNTS") as Agent may require established at a bank or banks (each such bank, a "BLOCKED ACCOUNT BANK") pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrowers and be acceptable to AgentAgent or (ii) depository accounts ("DEPOSITORY ACCOUNTS") established at the Agent for the deposit of such proceeds. Borrowers Borrowers, Agent and each Blocked Account Bank shall issue enter into a deposit account control agreement in form and substance satisfactory to any Agent directing such bank, an irrevocable letter of instruction directing said bank Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property of Agent and Borrowers shall obtain the agreement by such bank Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank Blocked Account Bank thereunder. Alternatively, Agent may establish depository All deposit accounts ("Depository Accounts") in the name and investment accounts of Agent at a bank or banks for the deposit of such funds each Borrower and Borrowers 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 Accountsits Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All The Borrowers shall direct their Customers to deposit the proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers all Receivables into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require maintained in the name of each Borrower pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to AgentLender. The Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agentthe Lender, either to any account maintained by Agent the Lender at said bank or by wire transfer to appropriate account(s) of Agentthe Lender. All funds deposited in such "blocked account" shall immediately become the property of Agent the Lender, and upon receipt by the Lender, shall be applied to reduce the amount of the outstanding Advances made to the Borrowers pursuant to the Revolving Credit in accordance with the provisions of Section 2.6(c) hereof. The Borrowers shall obtain the agreement by any such bank to waive any offset rights against the funds fund so deposited. Neither Agent nor any Lender assumes any no 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 Lender may establish depository accounts ("Depository Accounts") in the name of Agent Lender at a bank or banks for the deposit of for such funds and Borrowers shall deposit all proceeds of Collateral Receivables or cause same to be deposited, in kind, in such Depository Accounts of Agent Lender in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of First-Priority Collateral shall, at the direction of Agent, shall be deposited by Borrowers into a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to AgentAgent in its good faith business judgment. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Account shall immediately become the property of Agent Agent, and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All Except as otherwise provided in paragraph (i) below, all proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent may require established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such bank Blocked Account Bank as may be selected by Borrowers Borrowing Agent and be reasonably acceptable to AgentAgent or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Borrowers Each applicable Borrower, Agent and each Blocked Account Bank shall issue enter into a deposit account control agreement in form and substance reasonably satisfactory to any Agent directing such bank, an irrevocable letter of instruction directing said bank Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property of Agent and Borrowers Borrowing Agent shall obtain the agreement by such bank Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank Blocked Account Bank thereunder. AlternativelyAll deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h), Agent which schedule may establish depository accounts ("Depository Accounts") in the name of Agent at a bank or banks for the deposit of such funds and Borrowers shall deposit all proceeds of Collateral or cause same by amended from time to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accountstime by Borrowers.

Establishment of a Lockbox Account, Dominion Account. All ---------------------------------------------------- proceeds of U.S. Collateral shall, at the direction of Agent, be deposited by U.S. Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank bank(s) as may be selected by U.S. Borrowers and be acceptable to Agent. U.S. Unless as otherwise may be required at any time by Agent, for the benefit of the Lenders, Borrowers shall issue to may transfer any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited into the Blocked Accounts to Agent, either one or more operating accounts designated by the Borrowers to any account maintained by be used for general corporate purpose. Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for such "blocked account" arrangementarrangement including, 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 Borrowers shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers each Credit Party into a lockbox account, dominion account or such other "blocked account" account (collectively, the "Blocked Accounts") as Agent may require pursuant to an arrangement with such bank (the "Blocked Account Bank") as may be selected by Borrowers the Borrowing Agent and be acceptable to Agent. Borrowers Each Credit party, Agent and such Blocked Account Bank shall issue to any such bank, enter into an irrevocable letter of instruction agreement directing said bank Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" a Blocked Account shall immediately become the property of Agent and Borrowers the applicable Credit Party shall obtain the agreement by such bank Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" any Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Agent may establish depository accounts (collectively, the "Depository Accounts") in the name of Agent at a bank or banks for the deposit of such funds and Borrowers the Credit Parties shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers each Credit Party into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Each Credit Party shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to AgentAgent on a daily basis, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property Property of Agent Agent, and Borrowers each Credit Party shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" Blocked Accounts 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 funds, and Borrowers each Credit Party shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All Following the occurrence and during the continuance of an Event of Default, all proceeds of Collateral shall, at the direction of AgentLender, be deposited by Borrowers into a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent Lender may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to AgentLender. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to AgentLender, either to any account maintained by Agent Lender at said bank or by wire transfer to appropriate account(s) of AgentLender. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property of Agent Lender and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes shall not assume any responsibility for such "blocked account" Blocked Accounts arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Agent Lender may establish depository accounts ("“Depository Accounts"”) in the name of Agent Lender 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 Agent Lender in lieu of depositing same to the Blocked Accounts.

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, shall be deposited by Borrowers Borrower into a lockbox account, dominion account or such other "“blocked account" ” ("“Blocked Accounts"”) as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers Borrower and be acceptable to Agent. Borrowers Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such "blocked account" Blocked Accounts shall immediately become the property of Agent and Borrowers Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" 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 Borrowers 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.