Common use of Lockbox and Lockbox Account Clause in Contracts

Lockbox and Lockbox Account. Each Loan Party shall direct all of their Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lender, at Lender (the “Lockbox”); provided, that with the consent of Lender, each Loan Party may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Loan Parties shall establish an account (the “Lockbox Account”) in Loan Parties’ name, for the benefit of Lender, with Lender, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party will immediately deposit all payments received by any Loan Party on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Loan Party shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to Accounts, each Loan Party and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender including by Remote Scanning. Any financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan Party, the financial institution will not accept instructions of any Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at Lender, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Loan Parties agree that all payments made to such Lockbox Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will be applied on account of the Revolving Loans in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Parties, may be paid by Lender (if at a financial institution other than Lender) or otherwise charged to Loan Parties and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender by Loan Parties upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Loan Party’s behalf. For the purpose of this section, each Loan Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s name upon said items of payment and/or Proceeds of Accounts or upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Loan Party or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan Party’s mail is deposited, and open and process all mail addressed to such Loan Party and deposited therein.

Lockbox and Lockbox Account. Each Loan Party The Borrower shall direct all of their Account Debtors its lessees and account debtors to make all payments on the with respect to their Leases and Accounts directly to a mailing address designated by, post office box 6813 maintained in the Borrower’s name and under the exclusive control ofof the Administrative Agent (together with any replacement post office boxes designated by the Administrative Agent and the Borrower from time to time, Lendercollectively, at Lender (the “Lockbox”); provided. Pursuant to the Lockbox Agreement, that the Borrower has established the Lockbox and a related Account, designated as account number 5800440298 (together with any replacement accounts designated by the consent of LenderAdministrative Agent and the Borrower from time to time, each Loan Party may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Loan Parties shall establish an account (collectively the “Lockbox Account”) in Loan Parties’ name, for the benefit of Lender, Borrower’s name with Lender, the Administrative Agent into which all payments received in the Lockbox shall be deposited, and into which each Loan Party the Borrower will immediately deposit all lease payments received from lessors and receivables made for Inventory, Equipment and other assets sold by any Loan Party on Accounts the Borrower or the performance of services by the Borrower, and received by the Borrower in the identical form in which such payments were receivedmade, whether by cash or check. If any Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party or any Affiliate or Subsidiarythe Borrower, or any other Person acting for or in concert with any Loan Party the Borrower, shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds proceeds of Accounts or other Collateral related to AccountsCollateral, each Loan Party the Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender the Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender including by Remote ScanningAccount. Any financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan Party, the financial institution will not accept instructions of any Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at Lender, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Loan Parties agree that all payments made to such Lockbox Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will be applied on account of the Revolving Loans in accordance with the terms of this Agreement; provided, that so So long as no Event of Default has occurred and is continuingcontinuing hereunder, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox and Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of will be transferred on a daily basis to the Accounts Borrower’s operating account or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed otherwise specified by the Representative, subject to the terms and conditions of the Blocked Account AgreementBorrower. Loan Parties agree The Borrower agrees to pay all customary fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Lockbox and the Lockbox AccountAccount and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses if not paid by Loan Parties, may be paid by Lender (if at a financial institution other than Lender) or otherwise charged to Loan Parties and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender the Administrative Agent by Loan Parties the Borrower upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate then applicable to Base Rate Revolving Loans hereunderRate. All checks, drafts, instruments and other items of payment or Proceeds proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party Borrower to Lenderthe Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Lender the Administrative Agent is hereby irrevocably authorized to endorse the same on such Loan Partythe Borrower’s behalf. For the purpose of this sectionSection 6.14, each Loan Party the Borrower irrevocably hereby makes, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent for that purpose) as such Loan Partythe Borrower’s true and lawful attorney and agent-in-fact fact: (i) to endorse such Loan Partythe Borrower’s name upon said such items of payment and/or Proceeds proceeds of Accounts or Collateral and upon other Collateral related to Accountsany chattel paper, includingdocument, without limitation, any Chattel Paper, Document, Instrumentinstrument, invoice or similar document or agreement relating to any Account of any Loan Party the Borrower or Goods goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof proceeds thereof; and (iii) to have access to any lockbox lock box or postal box into which any of such Loan Partythe Borrower’s mail is deposited, and open and process all mail addressed to such Loan Party the Borrower and deposited therein.

Lockbox and Lockbox Account. Each Loan Party shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lenderof Administrative Agent, at Lender a financial institution acceptable to Administrative Agent (the “"Lockbox”"); provided, that with the consent of LenderAdministrative Agent, each Loan Party may collect payments and remotely scan such checks to Lender Administrative Agent in a manner satisfactory to Lender Administrative Agent (“"Remote Scanning”") on a daily basis as such checks are received. Loan Parties shall establish an account (the “"Lockbox Account”") in each Loan Parties’ Party’s name, for the benefit of LenderAdministrative Agent, with Lendera financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party will immediately deposit all payments received by any such Loan Party on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with any such Loan Party shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to AccountsCollateral, each such Loan Party and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender Administrative Agent including by Remote Scanning. Any The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to LenderAdministrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of LenderAdministrative Agent, that such financial institution will follow the instructions of Lender Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any a Loan Party, the financial institution will not accept instructions of any such Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender Administrative Agent in a manner satisfactory to LenderAdministrative Agent, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at LenderAdministrative Agent, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender Administrative Agent each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Each Loan Parties agree Party agrees that all payments made to such Lockbox Account or otherwise received by LenderAdministrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuingoccurred, payments received by Lender Administrative Agent shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by LenderAdministrative Agent/transferred to such Loan Party's operating account at Administrative Agent, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuingoccurred, the immediately available funds in such cash collateral account may be disbursed, at such Loan Parties’ Party's discretion, to Representative such Loan Party so long as after giving effect to such disbursement, BorrowersLoan Parties’ availability under Section 2.1 2.1.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Parties, may be paid by Lender Administrative Agent (if at a financial institution other than LenderAdministrative Agent) or otherwise charged to Loan Parties and in such event all amounts paid by Lender Administrative Agent or charged by Lender Administrative Agent shall constitute Obligations hereunder, shall be payable to Lender Administrative Agent by Loan Parties upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable such Loan Party to LenderAdministrative Agent, and, if that endorsement of any such item shall not be made for any reason, Lender Administrative Agent is hereby irrevocably authorized to endorse the same on such Loan Party’s 's behalf. For the purpose of this section, each Loan Party irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any such Loan Party or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan Party’s 's mail is deposited, and open and process all mail addressed to such Loan Party and deposited therein.

Lockbox and Lockbox Account. Each Loan Party Borrower shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lender, at a financial institution reasonably acceptable to Lender (the “Lockbox”); provided, that with the consent of Lender, each Loan Party any Borrower may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Loan Parties Each Borrower shall establish an account (the “Lockbox Account”) in Loan Parties’ such Borrower’s name, for the benefit of Lender, with a financial institution acceptable to Lender, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party such Borrower will immediately deposit all payments received by any Loan Party such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan PartyBorrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party such Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Loan Party such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to AccountsCollateral, each Loan Party such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender including by Remote Scanning. Any The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan PartyBorrower, the financial institution will not accept instructions of any Loan Party Borrower with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at Lender, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Loan Parties agree Each Borrower agrees that all payments made to such Lockbox Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Partiesany Borrower, may be paid by Lender (if at a financial institution other than Lender) or otherwise charged to Loan Parties any Borrower and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender by Loan Parties Borrowers upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party Borrowers to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Loan PartyBorrower’s behalf. For the purpose of this section, each Loan Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Loan PartyBorrower’s true and lawful attorney and agent-in-fact (i) to endorse such Loan PartyBorrower’s name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Loan Party Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any payments on Accounts of such Loan Party’s mail is Borrowers are deposited, and open and process all mail addressed to such Loan Party Borrowers and deposited therein.

Lockbox and Lockbox Account. Each Loan Party shall direct all of their Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lender, at Lender (the “Lockbox”); provided, that with the consent of Lender, each Loan Party may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Loan Parties shall establish an account (the “Lockbox Account”) in Loan Parties’ name, for the benefit of Lender, with Lender, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party will immediately deposit all payments received by any Loan Party on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Loan Party shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to Accounts, each Loan Party and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender including by Remote Scanning. Any financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan Party, the financial institution will not accept instructions of any Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at Lender, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender each Business Day for application in accordance with Section 8.3. At Commencing on the Closing Date and at all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Datethereafter, Loan Parties agree that all payments made to such Lockbox Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will be applied on account of the Revolving Loans in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Parties, may be paid by Lender (if at a financial institution other than Lender) or otherwise charged to Loan Parties and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender by Loan Parties upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Loan Party’s behalf. For the purpose of this section, each Loan Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s name upon said items of payment and/or Proceeds of Accounts or upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Loan Party or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan Party’s mail is deposited, and open and process all mail addressed to such Loan Party and deposited therein.”

Lockbox and Lockbox Account. Each Loan Party shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lenderof Administrative Agent, at Lender a financial institution acceptable to Administrative Agent (the “"Lockbox”"); provided, that with the consent of LenderAdministrative Agent, each Loan Party may collect payments and remotely scan such checks to Lender Administrative Agent in a manner satisfactory to Lender Administrative Agent (“"Remote Scanning”") on a daily basis as such checks are received. Loan Parties shall establish an account (the “"Lockbox Account”") in each Loan Parties’ Party’s name, for the benefit of LenderAdministrative Agent, with Lendera financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party will immediately deposit all payments received by any such Loan Party on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan Party, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party or any Affiliate or Subsidiary, or any other Person acting for or in concert with any such Loan Party shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to AccountsCollateral, each such Loan Party and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender Administrative Agent including by Remote Scanning. Any The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to LenderAdministrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of LenderAdministrative Agent, that such financial institution will follow the instructions of Lender Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any a Loan Party, the financial institution will not accept instructions of any such Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender Administrative Agent in a manner satisfactory to LenderAdministrative Agent, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at LenderAdministrative Agent, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender Administrative Agent each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Each Loan Parties agree Party agrees that all payments made to such Lockbox Account or otherwise received by LenderAdministrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuingoccurred, the immediately available funds in such cash collateral account may be disbursed, at such Loan Parties’ Party's discretion, to Representative such Loan Party so long as after giving effect to such disbursement, BorrowersLoan Parties’ availability under Section 2.1 2.1.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Parties, may be paid by Lender Administrative Agent (if at a financial institution other than LenderAdministrative Agent) or otherwise charged to Loan Parties and in such event all amounts paid by Lender Administrative Agent or charged by Lender Administrative Agent shall constitute Obligations hereunder, shall be payable to Lender Administrative Agent by Loan Parties upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable such Loan Party to LenderAdministrative Agent, and, if that endorsement of any such item shall not be made for any reason, Lender Administrative Agent is hereby irrevocably authorized to endorse the same on such Loan Party’s 's behalf. For the purpose of this section, each Loan Party irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any such Loan Party or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan Party’s 's mail is deposited, and open and process all mail addressed to such Loan Party and deposited therein.

Lockbox and Lockbox Account. Each Loan Party US Borrower and Canadian Borrower shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lenderof Administrative Agent, at Lender a financial institution acceptable to Administrative Agent (the “Lockbox”); provided, that with the consent of Lender, each Loan Party may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Loan Parties Each Borrower shall establish an account (the “Lockbox Account”) in Loan Parties’ such Borrower’s name, for the benefit of LenderAdministrative Agent, with LenderThe PrivateBank, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party such Borrower will immediately deposit all payments received by any Loan Party such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan Partya Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party a Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Loan Party a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to AccountsCollateral, each Loan Party such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender including by Remote ScanningAdministrative Agent. Any The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to LenderAdministrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of LenderAdministrative Agent, that such financial institution will follow the instructions of Lender Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan Partya Borrower, the financial institution will not accept instructions of any Loan Party a Borrower with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender Administrative Agent in a manner satisfactory to LenderAdministrative Agent, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at LenderAdministrative Agent, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender Administrative Agent each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Loan Parties agree Each Borrower agrees that all payments made to such Lockbox Account or otherwise received by LenderAdministrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree Each Borrower agrees to pay all customary reasonable, documented out-of-pocket fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan Partiesa Borrower, may be paid by Lender Administrative Agent (if at a financial institution other than LenderAdministrative Agent) or otherwise charged to Loan Parties Borrowers and in such event all amounts paid by Lender Administrative Agent or charged by Lender Administrative Agent shall constitute Obligations hereunder, shall be payable to Lender Administrative Agent by Loan Parties Borrowers upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party Borrower to LenderAdministrative Agent, and, if that endorsement of any such item shall not be made for any reason, Lender Administrative Agent is hereby irrevocably authorized to endorse the same on such Loan PartyBorrower’s behalf. For the purpose of this section, each Loan Party Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Loan PartyBorrower’s true and lawful attorney and agent-in-fact fact, after the occurrence and during the continuance of an Event of Default (i) to endorse such Loan PartyBorrower’s name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Document of Title, Instrument, invoice or similar document or agreement relating to any Account of any Loan Party such Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan PartyBorrower’s mail is deposited, and open and process all mail addressed to such Loan Party Borrower and deposited therein.

Lockbox and Lockbox Account. Each As soon as reasonably practicable, but in any event no later than sixty (60) days after the Closing Date, each Loan Party shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lender, at a financial institution acceptable to Lender (each a “Lockbox” and collectively, the “LockboxLockboxes”); provided, that with the consent of Lender, each such Loan Party may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Each Loan Parties Party shall establish an account (each a “Lockbox Account” and collectively, the “Lockbox AccountAccounts”) in such Loan Parties’ Party’s name, for the benefit of Lender, with the Lender, into which all payments received in the such Loan Party’s Lockbox shall be deposited, and into which each such Loan Party will immediately deposit all payments received by any such Loan Party on Accounts in the identical form in which such payments were received, whether by cash or check. If any the Loan PartyParties, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any the Loan Party Parties or any Affiliate or Subsidiary, or any other Person acting for or in concert with any the Loan Party Parties shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related Collateral, the Loan Parties and their Subsidiaries and controlled Affiliates shall and the Loan Parties shall use commercially reasonable efforts to Accounts, each Loan Party and each such Person shall cause its non-controlled Affiliates to receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account Accounts in a manner satisfactory to Lender including by Remote Scanning. Any financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan Party, the financial institution will not accept instructions of any Loan Party with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at Lender, the The daily ledger balance of such accounts the Lockbox Accounts as of the beginning of each Business Day shall be transferred to Lender each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, The Loan Parties agree that all payments made to such any Lockbox Account or otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuingoccurred, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, Lender until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuingoccurred, the immediately available funds in such cash collateral account may be disbursed, at Loan PartiesBorrowers’ discretion, to Representative Borrowers so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. The Loan Parties agree to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox Lockboxes and Lockbox AccountAccounts. All of such fees, costs and expenses if not paid by the Loan Parties, may be paid by Lender (if at a financial institution other than Lender) or otherwise charged to the Loan Parties and in such event all amounts paid by Lender or charged by Lender shall constitute Obligations hereunder, shall be payable to Lender by the Loan Parties upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party Parties to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such the applicable Loan Party’s behalf. For the purpose of this section, each Loan Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Loan Party’s true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any such Loan Party or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any of such Loan Party’s mail is deposited, and open and process all mail addressed to such Loan Party and deposited therein.

Lockbox and Lockbox Account. Each Loan Party Borrower shall direct all of their its Account Debtors to make all payments on the Accounts directly to a mailing address designated by, and under the exclusive control of, Lenderof Administrative Agent, at Lender a financial institution reasonably acceptable to Administrative Agent (the “"Lockbox”"); provided, that with the consent of LenderAdministrative Agent, each Loan Party Borrower may collect payments and remotely scan such checks to Lender Administrative Agent in a manner satisfactory to Lender Administrative Agent (“"Remote Scanning”") on a daily basis as such checks are received. Loan Parties Each Borrower shall establish an account (the “"Lockbox Account”") in Loan Parties’ such Borrower's name, for the benefit of LenderAdministrative Agent, with Lendera financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which each Loan Party such Borrower will immediately deposit all payments received by any Loan Party such Borrower on Accounts in the identical form in which such payments were received, whether by cash or check. If any Loan PartyBorrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Loan Party such Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with any Loan Party such Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral related to AccountsCollateral, each Loan Party such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Lender Administrative Agent including by Remote Scanning. Any The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to LenderAdministrative Agent, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of LenderAdministrative Agent, that such financial institution will follow the instructions of Lender Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account without further consent from any Loan PartyBorrower, the financial institution will not accept instructions of any Loan Party Borrower with respect to the Lockbox Account, that such financial institution has no right to setoff against the Lockbox or Lockbox Account or against any other account maintained by such financial institution into which the contents of the Lockbox or Lockbox Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender Administrative Agent in a manner satisfactory to LenderAdministrative Agent, funds deposited in the Lockbox Account on a daily basis as such funds are collected; provided that if the Lockbox Account is at LenderAdministrative Agent, the daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Lender Administrative Agent each Business Day for application in accordance with Section 8.3. At all times prior to the fifth (5th) Business Day following the effectiveness of the Conversion Date, Loan Parties agree Each Borrower agrees that all payments made to such Lockbox Account or otherwise received by LenderAdministrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral related or otherwise (except for proceeds of Collateral which are required to Accountsbe delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Revolving Loans Obligations in accordance with the terms of this Agreement; provided, that so long as no Event of Default has occurred and is continuing, payments received by Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (ii) the occurrence and continuance of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at Loan Parties’ discretion, to Representative so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the outstanding Revolving Loans at such time. At all times after the fifth (5th) Business Day following the effectiveness of the Conversion Date, all payments made to such Lockbox Account or, unless an Event of Default exists, otherwise received by Lender, whether in respect of the Accounts or as Proceeds of other Collateral related to Accounts, will remain in such Lockbox Account and the amounts on deposit therein may be directed by the Representative, subject to the terms and conditions of the Blocked Account Agreement. Loan Parties agree Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Loan PartiesBorrower, may be paid by Lender Administrative Agent (if at a financial institution other than LenderAdministrative Agent) or otherwise charged to Loan Parties Borrower and in such event all amounts paid by Lender Administrative Agent or charged by Lender Administrative Agent shall constitute Obligations hereunder, shall be payable to Lender Administrative Agent by Loan Parties Borrower upon demand, and, until paid, at the option of Lender, shall bear interest at the Default Rate highest rate then applicable to Base Rate Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Accounts or other Collateral related to Accounts shall be endorsed by the applicable Loan Party Borrower to LenderAdministrative Agent, and, if that endorsement of any such item shall not be made for any reason, Lender Administrative Agent is hereby irrevocably authorized to endorse the same on such Loan Party’s Borrower's behalf. For the purpose of this section, each Loan Party Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Loan Party’s Borrower's true and lawful attorney and agent-in-fact (i) to endorse such Loan Party’s Borrower's name upon said items of payment and/or Proceeds of Accounts or Collateral and upon other Collateral related to Accounts, including, without limitation, any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of any Loan Party Borrower or Goods pertaining thereto; (ii) to take control in any manner of any item of payment or Proceeds thereof and (iii) to have access to any lockbox or postal box into which any payments on Accounts of such Loan Party’s mail is Borrower are deposited, and open and process all mail addressed to such Loan Party Borrower and deposited therein.