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

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables shall be deposited by Credit Parties into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Credit Parties and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit Parties, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant Notwithstanding anything to the Transition Services Agreementcontrary in this Section 4.15(h), shall not be deemed a violation of this section so long as such proceeds are promptly no Default or Event of Default shall have occurred, Agent, following receipt thereof deposited by the Credit Parties into either written request of Borrowing Agent with respect to the same, shall give the Blocked Accounts or Depository AccountsAccount Bank instructions in accordance with the applicable agreement regarding the Blocked Account to disburse funds on deposit in the account referenced therein to such account as the Borrowing Agent may specify to Agent in writing until such time as an Event of Default shall have occurred and Agent shall otherwise instruct the Blocked Account Bank.”

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, all proceeds of Receivables Collateral of the Borrowers shall be remitted directly by the customers of the Borrowers to (or, to the extent the Borrowers received such proceeds directly, they shall be deposited by Credit Parties into either (iBorrowers into) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at as Agent may require pursuant to a bank or banks (each Blocked Account Agreement. Borrowers shall issue to any such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Credit Parties and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit irrevocable letter of such proceeds. Credit Parties, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts Account shall immediately become the property of Agent and Credit Parties Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. Upon Alternatively, upon the occurrence of a Cash Dominion Triggering Event and during the continuance of any Springing until cash dominion with respect to such Cash Dominion Event, and continuing until such Springing Dominion Triggering Event shall cease to existhas been suspended in accordance with this Agreement, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Borrowers shall apply deposit all funds received by it from 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 and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. For the avoidance of doubt, payments in respect of the Receivables generated from the Caspian Contracts securing the Ex-Im Credit Agreement shall be paid into the Blocked Account or Depository Account in favor of Agent in accordance with this subsection (h) and the Ex-Im Intercreditor Agreement. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance Borrowing Agent shall notify each Customer of any Springing Dominion EventBorrower to send all future payments owed to a Borrower by such Customer, and continuing until such Springing Dominion Event shall cease including, but not limited to, payments on any Receivable, to exista Blocked Account or Depository Account, Agent shall apply all funds received by it from (i) with respect to any Person that is a Customer of any Borrower on the Blocked Accounts and/or Depository Accounts to the satisfaction Closing Date, within sixty (60) days of the Obligations Closing Date and (including ii) with respect to any Person that is not a Customer on the cash collateralization Closing Date, promptly upon such Person becoming a Customer of Letters a Borrower. If any Borrower shall receive any collections or other proceeds of Credit) the Collateral, such Borrower shall hold such collections or proceeds in trust for the benefit of Agent and deposit such order as set forth in Section 11.5 hereof collections or proceeds into a Blocked Account or Depository Account within one (1) Business Day following the Business Day in which Agent receives such fundsBorrower’s receipt thereof. All Deposit Accounts, provided that in the absence investment accounts and other bank accounts of any Event of DefaultCredit Party, Agent shall apply including, without limitation, all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, Blocked Accounts and then to the Revolving Advances. All deposit accounts Depository Accounts are described and investment accounts of Credit Parties and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts) hereto.”

Establishment of a Lockbox Account, Dominion Account. All Upon the occurrence of a Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, all proceeds of Receivables Collateral of the Borrowers shall be remitted directly by the customers of the Borrowers to (or, to the extent the Borrowers received such proceeds directly, they shall be deposited by Credit Parties into either (iBorrowers into) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at as Administrative Agent may require pursuant to a bank or banks (each Blocked Account Agreement. Borrowers shall issue to any such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Credit Parties and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit irrevocable letter of such proceeds. Credit Parties, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent instruction directing such Blocked Account Bank said bank to transfer such funds so deposited to Administrative Agent, either to any account maintained by Administrative Agent at said Blocked Account Bank bank or by wire transfer to appropriate account(s) of Administrative Agent. All funds deposited in such Blocked Accounts Account shall immediately become the property of Administrative Agent and Credit Parties Borrowers shall obtain the agreement by such Blocked Account Bank bank to waive any offset rights against the funds so deposited. Neither Administrative Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank bank thereunder. Upon Alternatively, upon the occurrence of a Cash Dominion Triggering Event and during until cash dominion with respect to such Cash Dominion Triggering Event has been suspended in accordance with this Agreement, Administrative Agent may establish depository accounts (“Depository Accounts”) in the continuance name of any Springing Dominion EventAdministrative 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, and continuing until in kind, in such Springing Dominion Event shall cease Depository Accounts of Administrative Agent in lieu of depositing same to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All ---------------------------------------------------- proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowers and be acceptable to Agent or (ii) depository accounts (“"Depository Accounts”") established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowers shall use commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to existAlternatively, Agent may establish Depository Accounts in the name of Agent at a bank or banks for the deposit of such funds and Borrowers shall apply deposit all funds received by it from 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 and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving AdvancesAccounts. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”----------------

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h); and no Borrower or any Subsidiary shall open and maintain any new deposit accounts and investment accounts without providing prior written notice to the Agent along with a revised Schedule 4.15(h). For The Agent hereby agrees that it shall not institute or otherwise require a control agreement and/or blocked account agreement with regard to any employee payroll account maintained by any Borrower unless a Default and/or Event of Default has occurred and is continuing. The Borrowers shall terminate the avoidance of doubt, the remittance by customers of ARI accounts listed on Schedule 4.15(h) and specified as “Accounts to Airgas, Inc. of payments of Receivables and the transfer be Terminated” within thirty (30) days of the proceeds thereof from Airgas, Inc. Closing Date unless otherwise agreed to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of writing by this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository AccountsAgent based on its reasonable discretion.”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). Borrowers shall direct each account debtor to make remittances to Borrowers into a Blocked Account. Such remittances from account debtors collected by Agent shall be credited to such deposit account specified by Borrowing Agent one (1) Business Day following Agent’s receipt of such remittances. For the avoidance purpose of doubtcomputing any applicable fees and expenses, all remittances shall be deemed applied by Agent one (1) Business Day following (x) the Business Day following Agent’s receipt of such remittances via wire transfer or electronic depository check, or (y) in the case of payments received by Agent in any other form, the Business Day such remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accountsconstitutes good funds.”

Establishment of a Lockbox Account, Dominion Account. All Subject to the terms of the Intercreditor Agreement, all proceeds of Receivables Collateral (other than Term Loan Priority Collateral), shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account Bank to (which Trigger Notice may be delivered at any time (x) on or after any date on which Borrowers’ Undrawn Availability is less than $18,000,000 or (y) upon or after the occurrence and during the continuance of a Default or Event of Default), such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Credit Parties Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts (other than identifiable proceeds of Term Loan Priority Collateral) shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon Notwithstanding anything to the occurrence contrary above, Borrowers may maintain a deposit account at The PrivateBank and during Trust Company (“Private Bank Account”) so long as (i) the continuance 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 Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it deposits or withdraws from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advancesaccount. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables . (g) Sections 6.5(a) and the transfer (b) of the proceeds thereof from Airgas, Inc. to ARI, Loan Agreement shall be deleted in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long their entirety and replaced as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”follows:

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower (other than Trace Energy (Canada)), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Trace Energy (Canada) shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from Agent (“Notice”), to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Agent may deliver such Notice at anytime (i) upon the occurrence and during the continuation of a Default or Event of Default or (ii) Undrawn Availability is less than $3,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All proceeds of Receivables Collateral shall be deposited by Credit Parties 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 Credit Parties Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Credit PartiesEach applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing that upon the delivery of a notice (the “Trigger Notice”) from Agent to such Blocked Account Bank to (which Trigger Notice may be delivered at any time (x) on or after the date that Borrowers’ Undrawn Availability shall be less than $12,000,000 or (y) after the occurrence and during the continuance of a Default or Event of Default), such Blocked Account Bank shall transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent upon the delivery of the Trigger Notice, and Credit Parties Borrowing Agent shall use its commercially reasonable efforts to obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. At all times following the delivery of a Trigger Notice all funds on deposit in the Blocked Accounts and/or Depository Accounts shall be applied to reduce the outstanding Obligations in the order determined by Agent. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence and during the continuance of any Springing Dominion Event, and continuing until such Springing Dominion Event shall cease to exist, Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All deposit accounts and investment accounts of Credit Parties each Borrower and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”

Establishment of a Lockbox Account, Dominion Account. All Subject to the terms of the Intercreditor Agreement, 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 Receivables 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 Credit Parties 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 Credit Parties such Grantor and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceedsAgent. Credit PartiesEach Grantor, 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 directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Credit Parties each Grantor shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon Alternatively, upon the occurrence and during of a Cash Dominion Event and, in the continuance event such Cash Dominion Event occurred pursuant to clause (a) of any Springing the definition of Cash Dominion Event, until no Event of Default shall have occurred and continuing until such Springing Dominion Event shall cease to existbe 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 apply deposit all funds received by it from 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 and/or Depository Accounts to the satisfaction of the Obligations (including the cash collateralization of Letters of Credit) in such order as set forth in Section 11.5 hereof within one (1) Business Day following the Business Day in which Agent receives such funds, provided that in the absence of any Event of Default, Agent shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving AdvancesAccounts. All deposit accounts and investment accounts of Credit Parties each Grantor and its Subsidiaries are set forth on Schedule 4.15(h). For the avoidance of doubt, the remittance by customers of ARI to Airgas, Inc. of payments of Receivables and the transfer of the proceeds thereof from Airgas, Inc. to ARI, in each case pursuant to the Transition Services Agreement, shall not be deemed a violation of this section so long as such proceeds are promptly following receipt thereof deposited by the Credit Parties into either the Blocked Accounts or Depository Accounts.”