Common use of Lock Box Clause in Contracts

Lock Box. Borrower shall at its sole expense establish and maintain, so long as the Revolving Loan shall remain unpaid, a United States post office lock box (the “Lock Box”), to which the Lender shall have exclusive access, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restriction.

Lock Box. The Borrower shall at its sole expense establish and maintain, so long as the Revolving Loan shall remain unpaid, (i) maintain a United States post office lock box (the “Lock Box”)) with Bank of America, N.A. and shall notify in writing and otherwise take such reasonable steps to which the Lender shall have exclusive access, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify ensure that all Account Debtors and other parties obligated to it that all payments made on under any Account, invoice, or other Collateral shall be remitted, for of its Accounts forward payment in the credit form of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts or other similar items of payment directly to such Lock Box and other instruments for the payment shall provide Banks with reasonable evidence of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or propertynotification, and upon express trust for the benefit of Lender until delivery is made (ii) deposit and cause its Subsidiaries to Lender. All items deposit or amounts which are remitted cause to be deposited all payments under such Accounts to the Lock Box. In the event that any Account Debtor does make any payment directly to the Borrower, the Borrower shall promptly deposit such amounts into the Lock Box. The Borrower and each Bank acknowledge and agree that prior to the Activation Period, the Borrower may operate and transact business through the Lock Box or otherwise delivered account in its normal fashion, including making withdrawals from the Lock Box account. The Borrower and each Bank further acknowledge and agree that during the Activation Period, Bank of America, N.A. shall transfer all collected and available balances in the Lock Box as directed by or the Collateral Agent. The Borrower and each Bank acknowledge and agree that the Bank Blocked Account is owned by the Collateral Agent for the benefit of the Borrower to Lender on account of partial or full payment ofAgents, or any other amount payable with respect to, any the Issuing Banks and the Banks and that the Lock Box is under the dominion and control of the Collateral shall, Agent. The Collateral Agent at Lender’s option: (i) be applied to any time may apply amounts contained in the payment Bank Blocked Account toward satisfaction of the Indebtedness, Obligations. Upon the irrevocable payment in such order of application as Lender may determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment full of the Indebtedness. Borrower Borrower’s Obligations and the termination of each Bank’s Committed Line Portion under this Agreement, the Collateral Agent shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all release the funds on deposit in such account. the Bank Blocked Account as directed by the Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item upon receipt of a restrictive notation, e.g., “paid in full”, “balance written request for such a release of account”, or other restrictionfunds from the Borrower.

Lock Box. Borrower (A) The Credit Parties shall at direct all of its sole expense establish Account Debtors in the U.S. and maintainthe United Kingdom to make all payments on the Accounts, so long either by wire into the Lock Box Account (as the Revolving Loan shall remain unpaiddefined below), electronic funds transfer, or directly to a United States post office lock box designated by, and under the exclusive control of, Lender (such post office box is referred to herein as the “Lock Box”). An account at Xxxxx Fargo, N.A. (the “Lock Box Account”) shall be maintained in Lender’s name, into which all payments received in the Lock Box shall be deposited and/or wired and/or electronically transferred (as applicable), and into which the Credit Parties will immediately deposit all payments received by the Credit Parties on Accounts, in the identical form in which such payments were received, whether by cash, check, wire or electronic funds transfer. If the Credit Parties, any Affiliate, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate, or any other Person acting for or in concert with the Credit Parties shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Eligible Accounts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The Credit Parties and Lender agree that payments made to the Lock Box Account, whether in respect of the Eligible Accounts or as proceeds of other collateral or otherwise (except for proceeds of collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be transferred from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2 hereof, (2) to any custodian/back-up servicer (if applicable), (3) to accrued but unpaid interest owed under Section 2.4 hereof, (4) to any accrued but unpaid Receivable Collection Fee, (5) to amounts payable pursuant to Section 2.1(d)(ii), and (6) upon the occurrence and during the continuation of an Event of Default, to which Lender, to reduce the outstanding Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount remaining following the payment of the Lock Box Payments on each Payment Date shall be referred to herein as the “Net Amount”. The Credit Parties and the Lender agree that eighty percent (80%) of the Net Amount will be transferred to Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the immediately subsequent Payment Date (such resulting amount, the “Borrower Sweep Amount”). Any amount remaining after payment of the Lockbox Payments and the Borrower Sweep Amount shall be reserved by the Lender and applied toward the payment of principal, interest, fees and expenses on the Revolving Loan Maturity Date or upon the occurrence and continuation of an Event of Default. Borrower agrees to pay all reasonable customary fees, costs and expenses in connection with opening and maintaining the Lock Box and Lock Box Account. All of such reasonable fees, costs and expenses if not paid by Borrower within five (5) Business Days of Lender’s written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the lowest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of collateral shall be endorsed by the applicable Credit Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on the applicable Credit Party’s behalf. For purpose of this Section, each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the Credit Party’s true and lawful attorney and agent-in-fact (i) to endorse the applicable Credit Party’s name upon said items of payment and/or proceeds of collateral and upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Accounts of the Credit Parties; (ii) to take control in any manner of any item of payment or proceeds thereof and (iii) to have exclusive accessaccess to any lock box or postal box into which any of the Credit Party’s mail is deposited, and open and process all mail addressed to which the Borrower shall have no accessCredit Parties and deposited therein. Borrower expressly authorizes LenderLender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to remove all contents from any Account Debtor and whether before or after the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment maturity of any of the Collateral shall forthwithObligations, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other i) enforce collection of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shallCredit Party’s Accounts or other amounts owed to any Credit Party by suit or otherwise; (ii) exercise all of the Credit Party’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to the Credit Parties; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Credit Parties or other amount owed to the Credit Parties upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign any Credit Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to any Credit Party; and (vi) do all other acts and things which are necessary, in Lender’s option: (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, to fulfill any Credit Party’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts or (ii) other amounts owed to any Credit Party. In addition to any other provision hereof, Lender may after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder. On a monthly basis, Lender shall deliver to Borrower an invoice and an account statement showing all Loans, charges and payments, which shall be deposited deemed final, binding and conclusive upon Borrower unless Borrower notifies Lender in writing, specifying any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only constitute an objection to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restrictionspecifically identified.

Lock Box. Borrower shall at will direct all of its sole expense establish and maintain, so long as Account Debtors to forward payments directly to the Revolving Loan shall remain unpaid, a United States post office lock box lockbox facility (the “"Lock Box”") maintained with _________________________("Lock Box Bank"). The Lock Box address is ________________, to which the P.O. Box _________, ______________________. Lender shall have exclusive accessapply such payments to reduce the outstanding Obligations. In the event that Borrower receives Remittances, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral such Remittances shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, held in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made which shall be immediately notified of such receipt. Borrower shall immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrower when necessary to permit the collection of the Remittances which endorsement Borrower hereby agrees to make. Pending such deposit, Borrower will not commingle any Remittances (including all pre-payments) with any of its other funds or property, but will hold them separate and apart therefrom expressly in trust for Lender. Such statements, reports of collections and adjustments as Lender may, from time to time, specify shall accompany all Remittances. All items funds received by Lender will be applied to reduce the Obligations, subject to collection. Borrower shall have no right of access to or amounts which are withdrawal from the Lock Box. Lender shall have no duty to segregate Proceeds of Collateral remitted to the Lock Box, or deposited in the Concentration Account pursuant to Paragraph 4.2 below, from other funds or property remitted to the Lock Box or otherwise delivered by or for the benefit of the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restrictionConcentration Account.

Lock Box. If Lender so requests at any time (whether or not Borrower is in default of this Agreement), Borrower shall at direct, and shall cause Debtors to direct, each of its sole expense establish and maintain, so long as account debtors to make payments due under the Revolving Loan shall remain unpaid, relevant account or chattel paper directly to a United States post office special lock box (to be under the “Lock Box”)control of Lender. Borrower hereby authorizes and directs Lender to deposit into a special collateral account to be established and maintained with Lender all checks, to which the Lender shall have exclusive accessdrafts, and to which the Borrower cash payments received in said lock box. All deposits in said collateral account shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors constitute proceeds of Collateral and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the not constitute payment of money received by Borrower any indebtedness under the Loan Documents. At its option, Lender may, at any time, apply finally collected funds on deposit in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of the Borrower to Lender on said collateral account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: (i) be applied to the payment of the Indebtedness, indebtedness in such order of application as Lender may determine in its sole discretiondetermine, or (ii) shall be deposited permit Borrower or Debtors to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment withdraw all or any part of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds balance on deposit in such said collateral account. If the collateral account is so established, Borrower hereby irrevocably authorizes agrees, and directs Lender Borrower shall cause Debtors to endorse all items received agree, promptly to deliver to Lender, for deposit to into said cash collateral account, notwithstanding all payments on accounts and chattel paper received by Borrower or Debtors. All such payments shall be delivered to Lender in the inclusion form received (except for any necessary endorsement). Until so deposited all payments on accounts and chattel paper received by Borrower or Debtors shall be held in trust by the recipient for and as the property of Lender and shall not be commingled with any such item other funds or property of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restriction.the recipient; and

Lock Box. Borrower shall at its sole expense establish (a) Upon the Closing and maintainuntil the Obligations are no longer outstanding, so long as the Revolving Loan shall remain unpaid, a United States post office lock box (the “Lock Box”), to which the Lender shall have exclusive access, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, pursuant to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment terms of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise Agreement delivered by or for at the benefit of Closing, the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: Debtors shall (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, maintain one or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account more lockboxes in the name of Lender the Lockbox Agent, as agent for the benefit Secured Parties, and identified on Schedule I hereto (collectively, the "Lockboxes") with Wells Fargo Bank, N.A. or such other financial institutions selected xx Debtors and acceptable to the Lockbox Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of BorrowerDebtors, to remit all payments to be established made by Borrower with Lender pursuant checks or other drafts to this sectionthe Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as security proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be held by Debtors in trust for payment Lockbox Agent and upon receipt be deposited by Debtors in original form and no later than the next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the funds of any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent shall have the right to control all aspects of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in disposal of the contents and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding proceeds of the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restrictionCollection Accounts.

Lock Box. Borrower shall at its sole expense establish and maintain, so long as Borrowers will direct all of their Account Debtors to forward payments directly to the Revolving Loan shall remain unpaid, a United States post office lock box lockbox facility (the “Lock Box”) maintained with Wilmington Trust FSB ("Lock Box Bank"). The Lock Box address is Xxx 000000, to which the Xxxxxxxxxxxx, XX 00000-0000. Lender shall have exclusive accessapply such payments to reduce the outstanding Obligations. In the event that Borrowers receive Remittances, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it Borrowers agree that all payments made on any Account, invoice, or other Collateral such Remittances shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, held in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made which shall be immediately notified of such receipt. Borrowers shall immediately upon receipt, turn over all Remittances to Lender in precisely the form received, except for the endorsement of Borrowers when necessary to permit the collection of the Remittances, which endorsement Borrowers hereby agree to make. Pending such deposit, Borrowers will not commingle any Remittances (including all pre-payments) with any of its other funds or property, but will hold them separate and apart therefrom expressly in trust for Lender. Such statements, reports of collections and adjustments as Lender may, from time to time, specify shall accompany all Remittances. All items funds received by Lender will be applied to reduce the Obligations, subject to collection. Borrowers shall have no right of access to or amounts which are withdrawal from the Lock Box. Lender shall have no duty to segregate Proceeds of Collateral remitted to the Lock Box, or deposited in the Concentration Account pursuant to Paragraph 4.2 below, from other funds or property remitted to the Lock Box or otherwise delivered by or for the benefit of the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of Borrower, to be established by Borrower with Lender pursuant to this section, as security for payment of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restrictionConcentration Account.

Lock Box. Borrower shall at its sole expense establish (a) Upon the Closing and maintainuntil the Obligations are no longer outstanding, so long as the Revolving Loan shall remain unpaid, a United States post office lock box (the “Lock Box”), to which the Lender shall have exclusive access, and to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, pursuant to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment terms of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise Agreement delivered by or for at the benefit of Closing, the Borrower to Lender on account of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Lender’s option: Debtors shall (i) be applied to the payment of the Indebtedness, in such order of application as Lender may determine in its sole discretion, maintain one or (ii) shall be deposited to the credit of a non-interest bearing cash collateral account more lockboxes in the name of Lender the Lockbox Agent, as agent for the benefit Secured Parties, and identified on Schedule I hereto (collectively, the "Lockboxes") with Wells Fargo Bank, N.A. or such other financial institutions xxxxxted by Debtors and acceptable to the Lockbox Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) maintain an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name the Lockbox Agent with each Lockbox Bank. The Debtors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of BorrowerDebtors, to remit all payments to be established made by Borrower with Lender pursuant checks or other drafts to this sectionthe Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by Lockbox Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a business day, on the next succeeding business day. Until Lockbox Agent has advised Debtors to the contrary after the occurrence and during the continuance of an Event of Default, Debtors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of Debtors for Lockbox Agent's benefit and on Lockbox Agent's behalf, but at Debtors' expense, jointly and severally; such privilege shall terminate, at the election of Lockbox Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by Debtors from any of their Account Debtors, as security proceeds from Accounts Receivable, or as proceeds of any other Collateral, shall be held by Debtors in trust for payment Lockbox Agent and upon receipt be deposited by Debtors in original form and no later than the next business day after receipt thereof into a Collection Account. Debtors shall not commingle such collections with Debtors' own funds or the funds of any of its Affiliates or with the proceeds of any assets not included in the Collateral. Upon delivery of notice of an Event of Default, the Lockbox Agent shall have the right to control all aspects of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in disposal of the contents and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding proceeds of the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restrictionCollection Accounts.

Lock Box. Borrower shall at direct all of its sole expense establish Government Account Debtors to make all payments upon the Government Accounts directly to a post office box ("Lock Box") with the Bank, in the name and maintainunder the exclusive control of LaSalle. If Borrower, so long any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of any Government Accounts, Borrower and each such Person shall receive all such items in trust for, and as the Revolving Loan sole and exclusive property of, LaSalle and, immediately upon receipt thereof, shall remain unpaid, a United States post office lock box remit the same (or cause the “Lock Box”), same to which the Lender shall have exclusive access, and be remitted) in kind to which the Borrower shall have no access. Borrower expressly authorizes Lender, from time to time to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all Account Debtors and other parties obligated to it that all payments made on any Account, invoice, or other Collateral shall be remitted, for the credit of Borrower, to the Lock Box, and Borrower shall include a like statement on all invoices. Borrower shall execute all documents, authorizations and other agreements necessary to establish the Lock Box, and Lender’s exclusive access thereto. Any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted to and delivered to Lender (properly endorsed, where required, so that such items may be collected by Lender). Any such items received by Borrower shall not be commingled with any other of Borrower’s funds or property, but will be held separate and apart from Borrower’s own funds or property, and upon express trust for the benefit of Lender until delivery is made to Lender. All items or amounts which are remitted to the Lock Box or otherwise delivered received by LaSalle, whether with respect to the Government Accounts, as proceeds of other Collateral, or for the benefit of the Borrower to Lender otherwise, will be applied on account of partial or full payment ofthe Obligations of Borrower in accordance with the terms of this Agreement, or any other amount payable with respect toprovided that so long as no Event of Default has occurred and is continuing, any of the Collateral shall, at Lender’s option: (i) such payments will be applied to the payment outstanding principal balance due under the Revolving Loans. Borrower agrees to pay all fees, costs and expenses which Borrower incurs in connection with opening and maintaining a Lock Box. All of the Indebtednesssuch fees, in such order of application as Lender may determine in its sole discretion, or (ii) shall be deposited costs and expenses which remain unpaid by Borrower pursuant to the credit of a non-interest bearing cash collateral account in the name of Lender for the benefit of any Lock Box Agreement with Borrower, to the extent same shall have been paid by LaSalle hereunder, shall constitute Revolving Loans hereunder, and, until paid, shall bear interest at the rate then applicable to Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to LaSalle in kind shall be established endorsed by Borrower with Lender pursuant to this sectionLaSalle, as security for payment and, if that endorse- ment of the Indebtedness. Borrower shall have no right whatsoever to withdraw any funds so deposited. Borrower further grants to Lender a first priority security interest in and lien on all funds on deposit in such account. Borrower hereby irrevocably authorizes and directs Lender to endorse all items received for deposit to said cash collateral account, notwithstanding the inclusion on any such item shall not be made for any reason, LaSalle is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of a restrictive notationthis paragraph, e.g.Borrower irrevocably hereby makes, “paid constitutes and appoints LaSalle (and all Persons designated by LaSalle for that purpose) as Borrower's true and lawful attorney and agent-in-fact (1) to endorse Borrower's name upon such items of payment and/or proceeds of Collateral of Borrower and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of Borrower or goods pertaining thereto; (2) to take control in full”any manner of any item of payment or proceeds thereof; (3) to have access to any lock box or postal box into which any of Borrower's mail is deposited; and (4) open and process all mail addressed to Borrower and deposited therein, “balance of account”provided, or other restrictionhowever, that LaSalle shall not exercise any such powers described in clauses (1), (2) and (4) unless an Event Of Default has occurred and is continuing.