Common use of Lock Boxes and Blocked Accounts Clause in Contracts

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Box Boxes and Blocked Account control agreements Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereofaccount, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may requirerequire in its Permitted Discretion) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. At the request of Agent, each Loan Party shall provide Agent with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Agent throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Agent in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding the foregoing, in respect of SkyWater Federal’s deposit account maintained at Xxxxx Fargo Bank, National Association (account number ending in 8669), such account shall be subject to a springing control agreement in favor of Agent, for the benefits of the Lenders (such account, the “Federal-Xxxxx Account”). Borrowers shall maintain no more than $1,000,000 in the Federal-Xxxxx Account for more than two (2) consecutive Business Days and shall direct the funds in excess of such $1,000,000 to an account subject to a control agreement in favor of Agent.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Subject to the provisions of this Section 4.1, as of the Closing Date, each Borrower will maintain their primary domestic commercial checking accounts with the Lender, including, without limitation, the Administrative Borrower’s operating account, and after the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account Accounts other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being Restricted Accounts (and each Loan Party Obligor hereby represents represents, warrants and warrants covenants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent Lender with a Santander Bank, N.A. or another depository bank reasonably acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof Closing Date with respect to accounts in existence on the date hereofClosing Date, or prior to any such account being opened with respect to any such account opened after the date hereofsuch date, in each case excluding Restricted Accounts. Prior To the extent not previously delivered to Lender pursuant to the Existing Loan Agreement, prior to the Closing Date, Borrowers Borrower shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything in this Agreement to the contrary, the Loan Party Obligors may, until December 21, 2021 (the “Designated Deposit Accounts Expiration Date”), maintain the Designated Deposit Accounts with the current depository institutions as follows: (a) The aggregate outstanding principal balance of the Designated Deposit Account#_ x7325 shall be limited to the Comerica Cash Collateral. At such time as the Comerica Letters of Credit are returned to Comerica, and Comerica releases its Lien on the Comerica Cash Collateral, Loan Party Obligors shall immediately notify Lender of such release, and Loan Party Obligors shall remit the balance of the Comerica Cash Collateral to the ELFS Sellers in accordance with the ELFS Purchase Agreement; (b) The aggregate outstanding principal balance of the Designated Deposit Account #s x4090 and x2282, each held at Comerica, shall be limited to the ELFS Cash Cushion Amount and shall be repaid to the ELFS Sellers in accordance with the provisions of Section 5.27(n); and (c) The aggregate outstanding principal balance of the Designated Deposit Accounts # x8912 and x7778, each held at Xxxxx Fargo Bank, N.A., shall not at any time exceed $750,000, and the Loan Party Obligors shall, at Lender’s request, provide the Lender with written evidence to confirm the same. Not later than the Designated Deposit Accounts Expiration Date, the Loan Party Obligors shall provide Lender with evidence that such Designated Deposit Accounts have been closed, and any and all remaining funds have been transferred to one or more bank accounts subject to a Blocked Account control agreement in favor of Lender. Further, prior to the Designated Deposit Accounts Expiration Date, each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation regarding the Designated Deposit Accounts # x8912 and x7778 as Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Lender.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. Within 45 days after the Closing Date, Section 3 of the Perfection Certificate shall be updated to reflect the new accounts and the existing accounts shall be closed. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor and the Parent hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor and the Parent as of the Closing Amendment No. 1 Effective Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor or Parent maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Amendment No. 1 Effective Date, no neither Parent nor any Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor or Parent shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. (b) Section 8 of the Perfection Certificate also describes all arrangements as of the Closing Date to which any Loan Party Obligor is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party. Section 8 of the Perfection Certificate further lists each deposit account to which all payments due from all Credit Card Issuers and Credit Card Processors are made as of the Closing Date. On or prior to (i) the date that is thirty (30) days after the Closing Date, with respect to arrangements in place as of the Closing Date, and (ii) on or within 10 Business Days of entering into any new arrangement with any Credit Card Issuer or Credit Card Processor, Borrower Representative shall deliver to Agent copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to Agent which have been executed on behalf of such Loan Party Obligor and the applicable Credit Card Issuer or Credit Card Processor and delivered to such Loan Party Obligor’s credit card clearinghouses and processors listed in Section 8 of the Perfection Certificate (provided that, for the avoidance of doubt, prior to such date, (y) all payments due from all Credit Card Issuers and Credit Card Processors shall be deposited into the Blocked Accounts listed on Schedule 6.1(b), and (z) on a weekly basis, Borrower Representative shall provide Agent reports setting forth in reasonable detail the cash receipts from each Credit Card Issuer and Credit Card Processor; provided, however, that, if the average daily balance of Credit Card Receivables exceeds $25,000 for a period of 10 consecutive Business Days, Borrower Representative shall provide such reports on a daily basis beginning with the first business day after such 10 consecutive Business Day period until the date that the average daily balance of Credit Card Receivables is equal to or less than $25,000 for a period of 10 consecutive Business Days). No Loan Party Obligor shall maintain any bank accounts or enter into any agreements with Credit Card Issuers or Credit Card Processors other than the ones expressly contemplated herein or in this Section 6.1. (c) Notwithstanding anything herein to the contrary, including, without limitation, the limitations on perfection actions set forth in Section 7.3, the Loan Parties and their Subsidiaries shall not maintain more than $125,000 in the aggregate at any time in non-U.S. depository, securities and/or other similar accounts.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor and the Parent hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor and the Parent as of the Closing ClosingAmendment No. 1 Effective Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor or Parent maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing ClosingAmendment No. 1 Effective Date, no noneither Parent nor any Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor or Parent shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. (b) Section 8 of the Perfection Certificate also describes all arrangements as of the Closing Date to which any Loan Party Obligor is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party. Section 8 of the Perfection Certificate further lists each deposit account to which all payments due from all Credit Card Issuers and Credit Card Processors are made as of the Closing Date. On or prior to (i) the date that is thirty (30) days after the Closing Date, with respect to arrangements in place as of the Closing Date, and (ii) on or within 10 Business Days of entering into any new arrangement with any Credit Card Issuer or Credit Card Processor, Borrower Representative shall deliver to Agent copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to Agent which have been executed on behalf of such Loan Party Obligor and the applicable Credit Card Issuer or Credit Card Processor and delivered to such Loan Party Obligor’s credit card clearinghouses and processors listed in Section 8 of the Perfection Certificate (provided that, for the avoidance of doubt, prior to such date, (y) all payments due from all Credit Card Issuers and Credit Card Processors shall be deposited into the Blocked Accounts listed on Schedule 6.1(b), and (z) on a weekly basis, Borrower Representative shall provide Agent reports setting forth in reasonable detail the cash receipts from each Credit Card Issuer and Credit Card Processor; provided, however, that, if the average daily balance of Credit Card Receivables exceeds $25,000 for a period of 10 consecutive Business Days, Borrower Representative shall provide such reports on a daily basis beginning with the first business day after such 10 consecutive Business Day period until the date that the average daily balance of Credit Card Receivables is equal to or less than $25,000 for a period of 10 consecutive Business Days). No Loan Party Obligor shall maintain any bank accounts or enter into any agreements with Credit Card Issuers or Credit Card Processors other than the ones expressly contemplated herein or in this Section 6.1. (c) Notwithstanding anything herein to the contrary, including, without limitation, the limitations on perfection actions set forth in Section 7.3, the Loan Parties and their Subsidiaries shall not maintain more than $125,000 in the aggregate at any time in non-U.S. depository, securities and/or other similar accounts.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection Information Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open Prior to opening any new Deposit Account Accounts or any other depositary or other accounts after the Closing Date, Borrowers shall first notify Lender and not deposit any funds or securities in excess of $25,000 in the aggregate into such new accounts until such account is subject to a control agreement in favor of Lender, whereupon, Section 39 of the Information Certificate(s) shall be deemed to be updated to include such new account without the prior written consent taking of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other accountany further action by any party hereto. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Information Certificate as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and and, subject to the Intercreditor Agreement, other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. On the Closing Date, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and investment accounts constituting securities accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Xxxxxx a complete and executed Authorized Accounts form regarding each Borrower’s Xxxxxxxxx’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 Schedule 5(a) of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no each Loan Party Obligor shall open give Agent prompt written notice of any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 Schedule 5(a) of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing; provided, that, so long as no Dominion Triggering Period is continuing, no less frequently than each Business Day (and whether or not there are then any outstanding Obligations), Agent shall cause the ACH or wire transfer of the balance of the collection account that is a Blocked Account, to an operating account designated by Borrower Representative; provided further, however, that at any time after the occurrence and during the continuance of an Dominion Triggering Period, the balance of such Blocked Account, net of a minimum balance as may be required to be kept, shall be distributed and applied on a daily basis by Agent to repay outstanding Revolving Loans. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior and Deposit Accounts established and maintained in Mexico. There are no outstanding options, warrants or similar agreements, documents, or instruments with respect to any of the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which Pledged Equity except in favor of the proceeds of Loans are to be paid in the form of Exhibit D annexed heretoTerm Loan Agents.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures reasonably acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender in its Permitted Discretion, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. At the request of Xxxxxx, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts Form, in the form of Exhibit D annexed hereto (an “Authorized Accounts Form”), regarding each Borrower’s Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed heretopaid.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor Borrower will, at its expense, establish (and revise from time to time as Agent Lender may require) collection procedures acceptable to AgentLender, in Agent’s sole Lender's reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”"ACCOUNT PROCEEDS"), which shall may include (ai) directing all Account Debtors to send all Account such proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor Borrower (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at Agent’s Lender's option, BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- in the name of Agent Lender (a “"Lock Box”) "), provided that Lender shall not give any such direction to Account Debtors unless a Default or an Event of Default has occurred and is continuing or, absent a Default or an Event of Default, Lender has a good faith belief that Borrower is engaging in fraudulent conduct in its dealings with Lender, or (bii) depositing all Collections Account Proceeds received by such Loan Party Obligor Borrower into one or more bank accounts maintained in the Lender's name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”"BLOCKED ACCOUNT"), under an arrangement reasonably acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or specify or (ciii) a combination of the foregoing. Each Loan Party Obligor Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor Borrower hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor Borrower as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor Borrower maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor Borrower shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor Borrower shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor Borrower hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor Borrower will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorBorrower’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor Borrower (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor Borrower into one or more bank accounts maintained in the name of such Loan Party Obligor Borrower (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent Lender with a depository bank reasonably acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (ciii) a combination of the foregoing. Each Loan Party Obligor Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers The proceeds of Loans shall deliver to Agent a complete and executed Authorized Accounts form regarding each be paid into Borrower’s operating account(s) into which identified on the proceeds of Loans are to be paid Authorized Accounts form in the form of Exhibit D annexed hereto, which Borrower shall complete, execute and deliver to Lender prior to the Closing Date. If on any date the aggregate amount of Collections held by Lender (in the Blocked Account or otherwise) exceeds the sum of the outstanding balance of all Revolving Loans, then Lender shall promptly remit on a daily basis (or upon such other frequency as Lender and Borrower may agree from time to time) the amount of any such excess to Borrower’s operating account(s).

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor Borrower will, at its expense, establish (and revise from time to time as Agent Lender may require) collection procedures acceptable to AgentLender, in Agent’s Lender's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”"ACCOUNT PROCEEDS"), which shall may include (ai) directing all Account Debtors to send all Account such proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor Borrower (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at Agent’s Lender's option, in the name of Agent Lender (a “Lock Box”"LOCK BOX") and or (bii) depositing all Collections Account Proceeds received by such Loan Party Obligor Borrower into one or more bank accounts maintained in the Lender's name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”"BLOCKED ACCOUNT"), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with NATIONS CREDIT COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- such frequency, as Agent Lender shall specify, and/or specify or (ciii) a combination of the foregoing. Each Loan Party Obligor Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form . The Borrower and substance acceptable to Agent, and in any event such arrangements and documents must be in place on Lender agree that as of the date hereof with respect to accounts in existence on of execution of this Agreement, no Lock Box arrangement is presently being required by Lender. However, Lender shall have the date hereof, or prior to right at any such account being opened with respect to any such account opened time after the date hereofof this Agreement to require that there be a Lock Box arrangement, in each case excluding Restricted Accounts. Prior to provided that Lender has given Borrower prior written notice of the Closing Date, Borrowers shall deliver to Agent requirement of such a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed heretoLock Box arrangement.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds (i) directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s optionoption following the occurrence of an Event of Default, in the name of Agent Lender (a “Lock Box”) or (ii) in the case of wire transfers, to a Blocked Account and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation Control Agreements as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender; provided, that notwithstanding the foregoing, no Loan Party Obligor shall be obligated to deliver a Control Agreement to Lender or comply with the requirements set forth in clauses (a) and in any event such arrangements and documents must be in place on (b) of the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened preceding sentence (i) with respect to any such account opened Restricted Account or (ii) during the first 30 days after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (i) unless such account is a Restricted Account, without the prior written consent of Agent Agent, not to be unreasonably withheld, conditioned or delayed, and (ii) without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion's Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to AgentAgent in its Permitted Discretion, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Subject to the provisions of this Section 4.1, as of the Closing Date, each Borrower will maintain their primary domestic commercial checking accounts with the Lender, including, without limitation, the Administrative Borrower’s operating account, and after the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. Notwithstanding the foregoing, the Loan Party Obligors may, for a period not to exceed 45 days after the Closing Date, maintain the Designated Deposit Accounts subject to the terms hereof. The outstanding principal balance of each Designated Deposit Account (other than a Designated Deposit Account which is a Restricted Account) shall not, at any time exceed $50,000, and the Loan Party Obligors shall, at Lender’s request, provide the Lender with written evidence to confirm the same. Not later than the 45th day after the Closing Date, Loan Party Obligors shall provide Lender with evidence that such Designated Deposit Accounts have been closed. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account Accounts other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being Restricted Accounts (and each Loan Party Obligor hereby represents represents, warrants and warrants covenants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent Lender with a Santander Bank, N.A. or another depository bank reasonably acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof Closing Date with respect to accounts in existence on the date hereofClosing Date, or prior to any such account being opened with respect to any such account opened after the date hereofsuch date, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers Borrower shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding (i) Restricted AccountsAccounts and (ii) any deposit account maintained by any Aytu Loan Party until such time as the Replacement Term Loan Debt has been paid in full. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary depository and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary depository or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of “Restricted Account Account” to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may reasonably require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable reasonably satisfactory to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. (b) Section 8 of the Perfection Certificate also describes all arrangements as of the Closing Date to which any Loan Party Obligor is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party. Section 8 of the Perfection Certificate further lists each deposit account to which all payments due from all Credit Card Issuers and Credit Card Processors are made as of the Closing Date. On or prior to (i) the date that is thirty (30) days after the Closing Date, with respect to arrangements in place as of the Closing Date, and (ii) on or within 10 Business Days of entering into any new arrangement with any Credit Card Issuer or Credit Card Processor, Borrower Representative shall deliver to Agent copies of notifications (each, a “Credit Card Notification”) reasonably satisfactory in form and substance to Agent which have been executed on behalf of such Loan Party Obligor and the applicable Credit Card Issuer or Credit Card Processor and delivered to such Loan Party Obligor’s credit card clearinghouses and processors listed in Section 8 of the Perfection Certificate (provided that, for the avoidance of doubt, prior to such date, (y) all payments due from all Credit Card Issuers and Credit Card Processors shall be deposited into the Blocked Accounts listed on Schedule 6.1(b), and (z) on a weekly basis, Borrower Representative shall provide Agent reports setting forth in reasonable detail the cash receipts from each Credit Card Issuer and Credit Card Processor; provided, however, that, if the average daily balance of Credit Card Receivables exceeds $25,000 for a period of 10 consecutive Business Days, Borrower Representative shall provide such reports on a daily basis beginning with the first business day after such 10 consecutive Business Day period until the date that the average daily balance of Credit Card Receivables is equal to or less than $25,000 for a period of 10 consecutive Business Days). No Loan Party Obligor shall maintain any bank accounts or enter into any agreements with Credit Card Issuers or Credit Card Processors other than the ones expressly contemplated herein or in this Section 6.1. (c) Notwithstanding anything herein to the contrary, including, without limitation, the limitations on perfection actions set forth in Section 7.3, the Loan Parties and their Subsidiaries shall not maintain more than $125,000 in the aggregate at any time in non-U.S. depository, securities and/or other similar accounts.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After Prior to opening any Deposit Account used for Collections (as defined below) (other than a Deposit Account constituting a Restricted Account) after the Closing Date, no Loan Party Obligor Borrowers shall open first notify Lender and not deposit any funds or securities into such account until such account is subject to a Control Agreement in favor of Lender, whereupon, Section 39 of the Information Certificate(s) shall be deemed to be updated to include such new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account taking of any Loan Party Obligor shall at further action by any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account)party hereto. Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may reasonably require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts Accounts, Inventory and all other Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) (collectively, “Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Xxxxxx has access subject to a Control Agreementperfected first priority security interest and exclusive access) or, at AgentXxxxxx’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access and subject to a Control Agreement) or, at Agent’s option, Agreement in the name favor of Agent Xxxxxx (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant ) as to which all funds deposited into each Blocked Account are to be transferred to Agent in such mannerLender shall, and with such frequencyat its option, as Agent shall specify, and/or (c) a combination of the foregoinghave exclusive access during any Cash Dominion Period. Each Loan Party Obligor agrees to executeexecute or establish, as applicable, and to cause its depository banks and other account holders to executeexecute or establish, as applicable, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentControl Agreements, and in any event such arrangements and documents must be in place on the date hereof Control Agreements with respect to accounts Deposit Accounts used for Collections in existence on the date hereofhereof must be in effect by the dates required under Section 5.28, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts and Deposit Accounts not used for Collections. At the request of Xxxxxx, each Loan Party shall provide Lender with copies of such Loan Party’s Deposit Account and Securities Accounts statements (or online read-only access to such Loan Party’s Deposit Accounts), other than with respect to Restricted Accounts. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts authorized accounts form regarding each Borrower’s operating account(s) Borrowers’ Deposit Accounts into which the proceeds of Loans are to be paid disbursed in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and (b) ), and/or depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. (a) Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Subject to the Subordination Agreement, each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access and subject to a Control Agreement) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Subject to the Subordination Agreement, each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, Control Agreements with respect to such Lock Box Boxes and Blocked Account control agreements Accounts (and all other accounts that do not constitute Restricted Accounts) and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereofaccount, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which ABL Lender or, after the date when the Discharge of Priority ABL Indebtedness has occurred, Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent or ABL Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which ABL Lender or, after the date when the Discharge of Priority ABL Indebtedness has occurred, Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent or ABL Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (a “Lock Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s option, in the name of Agent (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid (each such form, an “Authorized Accounts Form”). All Funding Accounts and all operating, disbursement or similar accounts of the Loan Parties (other than Restricted Accounts) shall at all times be subject to springing account control agreements in the favor of, and in form of Exhibit D annexed heretoand substance reasonably satisfactory to, Agent.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts Accounts, including proceeds from any credit card processor, PayPal, Amazaon, proceeds of Indebtedness and issuance of Equity and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (cd) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts, provide Lender with its ID, user names and passwords for its PayPal accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything to the contrary in this Section 4.1, (a) PhoneX shall maintain two separate Deposit Accounts in which it deposits Collections with one such Deposit Account containing amounts owed to PhoneX and the other containing amounts due to Brightstar or other third parties who use the services of PhoneX; (b) PhoneX shall cause the amounts in the Deposit Account containing amounts due to PhoneX to be remitted on each Business Day to Lender’s Bank; (c) following the occurrence of an Event of Default, Lender may cause all of the amounts in the Deposit Accounts of PhoneX to be remitted to Lender’s Bank; and (d) each Loan Party shall direct that all amounts due from PayPal, Amazon, any credit card processor or any other third party be remitted to a Blocked Account.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, ) and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender. As of the Amendment No. 2 Effective Date, Lender has exclusive access to the Blocked Account. Lender agrees to release such exclusive access upon execution and delivery of a “springing” deposit account control agreement by the depository bank where the Blocked Account is maintained, in form and substance acceptable to Lender and which provides, among other things, that upon receipt of a notice from Lender (a “Notice of Exclusive Control”), the depository bank will only comply with instructions originated by Lender directing the disposition of the funds in the Blocked Account and will not honor any request or direction from any officer or other representative of Borrower to direct disposition of funds in the Blocked Account, withdraw any amount from the Blocked Account or otherwise with respect to the Blocked Account. Lender agrees that the form of deposit account control agreement attached as Exhibit A to Amendment No. 2 is acceptable as a “springing” deposit account control agreement. Once the “springing” deposit account control agreement has been implemented, Lender agrees not to issue a Notice of Exclusive Control with respect to the Lock Box and Blocked Account unless a Cash Dominion Event has occurred. Any event such arrangements and documents must be in place on the date hereof Amendment No. 2 Effective Date with respect to accounts in existence on the date hereofsuch date, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. At the request of Lender, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (ciii) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers Borrower shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 Schedule 5(a) of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no each Loan Party Obligor shall open give Agent prompt written notice of any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 Schedule 5(a) of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing; provided, that, so long as no Dominion Triggering Period is continuing, no less frequently than each Business Day (and whether or not there are then any outstanding Obligations), Agent shall cause the ACH or wire transfer of the balance of the collection account that is a Blocked Account, to an operating account designated by Borrower Representative; provided further, however, that at any time after the occurrence and during the continuance of an Dominion Triggering Period, the balance of such Blocked Account, net of a minimum balance as may be required to be kept, shall be distributed and applied on a daily basis by Agent to repay outstanding Revolving Loans. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. On the Closing Date, each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and investment accounts constituting securities accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Xxxxxx a complete and executed Authorized Accounts form regarding each Borrower’s Xxxxxxxxx’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts, Securities Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account, Securities Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account, Securities Account or other account. No Deposit Account, Securities Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each On or prior to the date that is 30 days after the Closing Date, each Loan Party Obligor will, at its expense, establish and thereafter maintain (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s 's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s 's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts Deposit Accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement acceptable to Agent with a depository bank acceptable to Agent, pursuant to which all funds deposited into each Lock Box and Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees agrees, at all times after the 30th day after the Closing Date, to execute, and to cause its depository banks and other institutions with which it maintains Deposit Accounts, Securities Accounts or any other depositary or other account holders to execute, execute such Lock Box and Blocked Account control agreements and other documentation Control Agreements as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Subject to Section 7.35, each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s sole 's reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include 314050368.12 (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Subject to Section 7.35, each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. For so long as the account ending in #5801 (Bxxxxxxx’s collection account for accounts receivable) remains active at Farmers & Merchants Bank, Borrower shall initiate a daily transfer of all funds in such account to Agent’s Bank.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection CertificateDisclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 of the Perfection Certificate Disclosure Schedule to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate Disclosure Schedule as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include (ai) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (bii) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (ciii) instituting standing wire instructions directing Xxxxx Fargo Bank, National Association to transfer to the Blocked Account, by federal funds wire transfer on a daily basis, good funds in deposit account number XXXXXXXXX6149 described on Schedule 3 of the Disclosure Schedule; and/or (iv) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Borrower further agrees that the standing wire instructions to be instituted over the deposit account maintained with Xxxxx Fargo Bank, National Association, and described in this Section 4.1 above, shall not be revoked without the prior written consent of Lender. Prior to the Closing Date, Borrowers Borrower shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. If on any date the aggregate amount of Collections held by Lender in the Blocked Account exceeds the sum of (A) the outstanding principal balance of the Revolving Loans as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrower under Section 1.1(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a), then Lender shall, so long as no Event of Default has occurred and is continuing, remit on a daily basis or such other frequency as Lender and Borrower may agree from time to time, the amount of such excess to Borrower’s operating account; provided, however, the foregoing shall not require Lender to release any cash collateral delivered to it pursuant to this Agreement.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account (other than Restricted Accounts) without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may requirereasonably require in its Permitted Discretion) procedures acceptable to Agent, in Agent’s sole 's reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Party's Accounts and other Collateral (“"Collections”"), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (a “"Lock Box”") and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreementexclusive access) or, at Agent’s 's option, in the name of Agent (each, a “"Blocked Account”"), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner, and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding each Borrower’s 's operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 39 of the Perfection CertificateInformation Certificate(s), which description includes for each such account the name of the Loan Party Obligor maintaining the such account, the name name, of the financial institution at which the such account is maintained, the account number number, and the purpose of the such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account Accounts or any other depositary or other account accounts without the prior written consent of Agent Lender and without updating Section 3 39 of the Perfection Certificate Information Certificate(s) to reflect such Deposit Account Accounts or other accountaccounts, as applicable. No Deposit Account Accounts or other account accounts of any Loan Party Obligor shall at any time constitute a Restricted Account -9- other than accounts expressly indicated on Section 3 39 of the Perfection Certificate Information Certificate(s) as being a Restricted Accounts Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent Lender may require) procedures acceptable to AgentLender, in AgentLender’s sole discretionPermitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party ObligorParty’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (a “Lock Box”) and ), and/or (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at AgentLender’s option, in the name of Agent Lender (each, a “Blocked Account”), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to AgentLender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. At the request of Lender, each Loan Party shall provide Lender with online read- only access to such Loan Party’s Deposit Accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted Discretion. Prior to the Closing Date, Borrowers Borrowing Agent shall deliver to Agent Lender a complete and executed Authorized Accounts form regarding each Borrower’s Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Lock Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor Borrower will, at its expense, establish (and revise from time to time as Agent Lender may require) collection procedures acceptable to AgentLender, in Agent’s Lender's sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”"ACCOUNT PROCEEDS"), which shall may include (ai) directing all Account Debtors to send all Account such proceeds directly to a post office box designated by Agent Lender either in the name of such Loan Party Obligor Borrower (but as to which Agent Lender has access subject to a Control Agreementexclusive access) or, at Agent’s Lender's option, in the name of Agent NATIONSCREDIT COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- Lender (a “Lock Box”"LOCK BOX") and or (bii) depositing all Collections Account Proceeds received by such Loan Party Obligor Borrower into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent for Lender's benefit (each, a “Blocked Account”"BLOCKED ACCOUNT"), under an arrangement acceptable to Agent Lender with a depository bank acceptable to AgentLender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent Lender in such manner, and with such frequency, as Agent Lender shall specify, and/or specify or (ciii) a combination of the foregoing. Each Loan Party Obligor Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other documentation as Agent Lender shall require from time to time in connection with the foregoing. However, all in form and substance acceptable Lender has no present intention of requiring Borrower to Agent, and in any event such arrangements and documents must be alter the Lock Box arrangement in place on the date hereof with respect to accounts of this Agreement absent (A) the occurrence of a Default or Event of Default, (B) Lender's determination that the existing arrangement is not working in existence on the date hereofa satisfactory manner, or prior to any such account being opened with respect to any such account opened after (C) Lender's determination that some other change in circumstances has made the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent establishment of a complete and executed Authorized Accounts form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed heretoLock Box desirable.