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, 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 or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from 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 $6,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers Borrower 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 Borrower and be acceptable to Agent Term B Lender or (ii) depository accounts (“"Depository Accounts”") established at the Agent Term B Lender for the deposit of such proceeds. Each applicable Borrower (other than Exploration)Borrower, Agent Term B Lender and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent Term B Lender directing such Blocked Account Bank to transfer such funds so deposited to AgentTerm B Lender, either to any account maintained by Agent Term B Lender at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from 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 $6,000,000Term B Lender. All funds deposited in such Blocked Accounts shall immediately become the property of Agent Term B Lender and Borrowing Agent Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Term B Lender assumes does not assume any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

Establishment of a Lockbox Account, Dominion Account. All Except as otherwise provided in paragraph (i) below, 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 reasonably acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower (other than Exploration)Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from 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 $6,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h), which schedule may by amended from time to time by Borrowers.

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 or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower (other than Exploration), Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from 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 Default, (ii) upon or after the occurrence of an Undrawn Availability is less than $6,000,000Event. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).” Fourth Amendment 009125.0135\479564

Establishment of a Lockbox Account, Dominion Account. All Except as provided in the last sentence of this Section 4.15(h), all proceeds of Collateral shall be deposited by 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 reasonably acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower (other than Exploration)Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) a Depository Account of Agent. Exploration shall enter into a deposit account control agreement with Agent and each Blocked Account Bank in form and substance satisfactory to Agent directing such Blocked Account Bank, upon notice from 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 $6,000,000. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become the property of Agent for use by Agent in applying such funds to the Obligations, Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(h). Notwithstanding the foregoing, Borrowers, within forty-five (45) days of the Closing Date, shall either (x) cause Leaders Bank, Bank of America, BB&T Bank, NBT Bank and CIBC Bank to each enter into deposit account control agreements in favor of Agent or (y) close all accounts maintained at such bank.