Common use of Lockboxes Clause in Contracts

Lockboxes. Pledgor shall establish one or more lockboxes (the "Lockboxes") with a Lockbox Bank and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited on a daily basis and all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit of the Collateral Agent and shall be deposited into the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral Agent.

Lockboxes. Pledgor shall establish one The Seller and the Servicer hereby agree (i) to instruct all Obligors to cause all Collections on account of Receivables to be mailed directly to a Permitted Lockbox or more lockboxes (the "Lockboxes") with electronically transferred into a Lockbox Bank and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of Account; (ii) not to suffer or permit any funds other than such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to be mailed to Permitted Lockboxes or deposited or electronically transferred into related Lockbox Accounts; (iii) to make or cause the Servicer to make the necessary bookkeeping entries to reflect such Lockboxes. Each Pledgor, Collections on the Collateral Agent and each Records pertaining to such Receivables; (iv) to apply or cause the Servicer to apply all such Collections as provided in this Agreement; (v) not to amend or modify any term of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "any Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited on a daily basis and all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit of the Collateral Agent and shall be deposited into the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated Servicing Instructions without the prior written consent of the Administrative Agent to such amendment or modification; and (vi) not to amend or modify any term, with respect to the disposition of such Collections or any other amounts received by the Seller or the Servicer or any Permitted Lockbox Bank, of this Agreement or any other agreement relating to Permitted Lockboxes or Lockbox Accounts (other than Lockbox Servicing Instructions) without the prior written consent of the Administrative Agent to such amendment or modification, provided, however, that the consent of the Administrative Agent is not required to amend or modify any term of any agreement other than this Agreement which term does not affect the collectibility of any Receivable. The Seller and the Servicer further represent, warrant, covenant and agree as follows: each Lockbox Account shall be maintained with a Permitted Lockbox Bank; each Lockbox Account shall be a segregated account and the funds deposited in or electronically transferred into such Lockbox Account from time to time shall not be commingled with any other funds of the Seller or the Servicer; the location of each Permitted Lockbox and each related Lockbox Account shall not be changed without the consent of the Administrative Agent; funds deposited in or electronically transferred into each Lockbox Account shall be transferred to the Servicer not later than the next Business Day after such funds are deposited or electronically transferred and available in each such Lockbox Account; each Lockbox Account shall be insured by the Federal Deposit Insurance Corporation or the National Credit Union Association, as the case may be, to the full extent permitted by law; the Administrative Agent or the Collateral Agent shall have the right to obtain control over each Permitted Lockbox and each related Lockbox Account, or appoint a successor servicer, and, in either case, direct the Permitted Lockbox Bank not to transfer funds in such Lockbox Account to the Seller or the Servicer, and direct the Permitted Lockbox Bank to transfer the funds in such Lockbox Account to an account designated by the Administrative Agent or the Collateral Agent, as the case may be, if an event or circumstance arises which would constitute a Complete Servicing Transfer under this Agreement by dating and delivering the Lockbox Account Transfer Letter with respect to such Permitted Lockbox, and the Seller and the Servicer hereby irrevocably authorize the Administrative Agent to date and deliver a Lockbox Account Transfer Letter to each Permitted Lockbox Bank; neither the Seller nor the Servicer has given or shall give any instructions to any Permitted Lockbox Bank inconsistent with the Lockbox Account Transfer Letter; and the Seller and the Servicer shall cooperate fully with the Administrative Agent in effecting any such transfer of control. The Servicer shall not enter into any Lockbox Servicing Instructions or other lockbox servicing agreement which does not contain the foregoing provisions and terms, unless such deviation is consented to by the Administrative Agent.

Lockboxes. Pledgor shall establish one or more lockboxes (i) The Borrowers will enter into lockbox agreements with the "Lockboxes") with a Lender and the Lockbox Bank and after the occurrence of a Default and upon the request in respect of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of Commercial Lockbox and the Accounts of Governmental Lockbox in such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and form as is reasonably acceptable to the Collateral Agent (eachLender. The Borrowers shall instruct the Lockbox Bank maintaining the Commercial Lockbox and the Government Lockbox to initiate, or accept an initiation from Lender which effectuates, a "daily transfer of all available funds to the Collection Account or such other account designated by the Lender. The Borrowers shall instruct all Governmental Account obligors to pay all Accounts and all other amounts owing to the Borrowers directly to the Governmental Lockbox Bank" and(which may be effectuated by electronic transfer directly to the Government Lockbox), collectivelyand all other account debtors to pay all Accounts directly to the Commercial Lockbox. If, notwithstanding such instructions, any Borrower receives any Collections that should have been sent to the Commercial Lockbox or the Governmental Lockbox, the "Borrower shall forward such Collections directly to the Commercial Lockbox Banks"or the Governmental Lockbox, as applicable, in the form received, within one Business Day of its receipt thereof. The Borrowers shall also deposit all other cash proceeds of Collateral regardless of source or nature directly into the Collection Account within one Business Day of receipt of the same. Until so deposited, the Borrowers shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such property with any of its other funds or property. All deposits in the Collection Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. (ii) All items deposited in the Collection Account shall enter into Lockbox Agreementsbe subject to final payment. If any such item is returned uncollected, which among other things shall provide for the opening of an account for Borrowers will immediately pay the deposit of Collections (eachLender, a "or, if requested by the Lender, the bank maintaining the Collection Account" and, collectively, the "amount of that item, or such bank at its discretion may charge any uncollected item to the Borrowers commercial account or other account maintained with such bank. The Borrowers shall be liable as an endorser on all items deposited in the Collection Accounts"Account, whether or not in fact endorsed by the Borrowers. (iii) at a Borrowers shall not withdraw any amounts from the accounts into which the Collections remitted to the Commercial Lockbox Bank. Each Pledgor are deposited nor shall maintain separate and distinct Lockboxes and Collection Accounts and Borrowers change the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as procedures under the agreements governing the Commercial Lockbox and Collection Accounts of such Pledgor related accounts. (iv) Borrowers will cooperate with Lender in the identification and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited reconciliation on a daily basis and of all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit Commercial Lockbox and the Government Lockbox. If more than five percent (5%) of the Collateral Agent and shall be deposited into Collections since the Collection Account most recent funding of such Pledgor a Revolving Advance is not identified or reconciled to the reasonable satisfaction of Lender within one ten (10) Business Day after such Pledgor's receipt thereof. Such arrangements Days of receipt, Lender shall not be modified obligated to make further Revolving Advances until such amount is identified or terminated without is reconciled to the prior written consent reasonable satisfaction of Lender. In addition, if any such amount cannot be identified or reconciled to the Collateral Agentreasonable satisfaction of Lender, Lender may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at Borrowers’ expense (which in the case of Lender’s own staff shall be in accordance with Lender’s then prevailing customary charges (plus expenses)), to make such examination and report as may be necessary to identify and reconcile such amount.

Lockboxes. After the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall establish one or more lockboxes (the "Lockboxes") with a Lockbox Bank and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such Such amounts shall be so deposited on a daily basis and all basis. All Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit of the Collateral Agent and shall be deposited into the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral Agent.

Lockboxes. Pledgor shall establish one The Seller and the Servicer hereby agree (i) to instruct all Obligors to cause all Collections on account of Receivables to be mailed directly to a Permitted Lockbox or more lockboxes (the "Lockboxes") with electronically transferred into a Lockbox Bank and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of Account; (ii) not to suffer or permit any funds other than such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to be mailed to Permitted Lockboxes or deposited or electronically transferred into related Lockbox Accounts; (iii) to make or cause the Servicer to make the necessary bookkeeping entries to reflect such Lockboxes. Each Pledgor, Collections on the Collateral Agent and each Records pertaining to such Receivables; (iv) to apply or cause the Servicer to apply all such Collections as provided in this Agreement; (v) not to amend or modify any term of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "any Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited on a daily basis and all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit of the Collateral Agent and shall be deposited into the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated Servicing Instructions without the prior written consent of the Administrative Agent to such amendment or modification; and (vi) not to amend or modify any term, with respect to the disposition of such Collections or any other amounts received by the Seller or the Servicer or any Permitted Lockbox Bank, of this Agreement or any other agreement relating to Permitted Lockboxes or Lockbox Accounts (other than Lockbox Servicing Instructions) without the prior written consent of the Administrative Agent to such amendment or modification, provided, however, that the consent of the Administrative Agent -------- ------- is not required to amend or modify any term of any agreement other than this Agreement which term does not affect the collectibility of any Receivable. The Seller and the Servicer further represent, warrant, covenant and agree as follows: each Lockbox Account shall be maintained with a Permitted Lockbox Bank; each Lockbox Account shall be a segregated account and the funds deposited in or electronically transferred into such Lockbox Account from time to time shall not be commingled with any other funds of the Seller or the Servicer; the location of each Permitted Lockbox and each related Lockbox Account shall not be changed without the consent of the Administrative Agent; funds deposited in or electronically transferred into each Lockbox Account shall be transferred to the Servicer not later than the next Business Day after such funds are deposited or electronically transferred and available in each such Lockbox Account; each Lockbox Account shall be insured by the Federal Deposit Insurance Corporation or the National Credit Union Association, as the case may be, to the full extent permitted by law; the Administrative Agent or the Collateral Agent shall have the right to obtain control over each Permitted Lockbox and each related Lockbox Account, or appoint a successor servicer, and, in either case, direct the Permitted Lockbox Bank not to transfer funds in such Lockbox Account to the Seller or the Servicer, and direct the Permitted Lockbox Bank to transfer the funds in such Lockbox Account to an account designated by the Administrative Agent or the Collateral Agent, as the case may be, if an event or circumstance arises which would constitute a Complete Servicing Transfer under this Agreement by dating and delivering the Lockbox Account Transfer Letter with respect to such Permitted Lockbox, and the Seller and the Servicer hereby irrevocably authorize the Administrative Agent to date and deliver a Lockbox Account Transfer Letter to each Permitted Lockbox Bank; neither the Seller nor the Servicer has given or shall give any instructions to any Permitted Lockbox Bank inconsistent with the Lockbox Account Transfer Letter; and the Seller and the Servicer shall cooperate fully with the Administrative Agent in effecting any such transfer of control. The Servicer shall not enter into any Lockbox Servicing Instructions or other lockbox servicing agreement which does not contain the foregoing provisions and terms, unless such deviation is consented to by the Administrative Agent.

Lockboxes. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs, each Pledgor shall establish at all times maintain one or more lockboxes (the "Lockboxes") with a Lockbox Bank (which shall be a Lender) and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions (which shall be a Lender) selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Collec- tion Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such Such amounts shall be so deposited on a daily basis and all basis. All Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall be held in trust for the benefit of the Collateral Agent and shall be deposited into the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral Agent.

Lockboxes. Pledgor (i) The Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby agree to comply with the provisions of this Section 2.3(b). Each of the Credit Parties, individually or through the Borrower, shall establish and shall maintain one or more lockboxes (the each a "LockboxesLockbox") with financial institutions, including, without limitation, Wachovia and Xxxxx Fargo Bank, National Association, selected by the Borrower and reasonably acceptable to the Agent (each a "Lockbox Bank Bank") and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts each Credit Party to remit all Collections payments to such its respective Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited on a daily basis and all Collections and other All amounts received by or on behalf of each such Pledgor the Credit Parties from any account debtor, agent in addition to all other cash received from any other source (including but not limited to proceeds from asset sales and judgments), shall be promptly deposited into an account which is maintained at a Lockbox Bank and which is subject to a Deposit Account Control Agreement in favor of the Agent (each such account, a "Lockbox Account") or credit support party into the Cash Concentration Account. The foregoing notwithstanding, unless the Agent otherwise requires, no Deposit Account Control Agreement shall be required with respect to any Lockbox Account maintained with the Agent, so long as the Agent has "control" (as such term is used in Article 9 of the UCC) over such account. (ii) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. After the occurrence and during the continuance of an Event of Default, or in the event there shall occur a breach of the covenants contained in clause (i) above or Section 9.10 for so long as any such breach of the covenant contained in clause (i) or Section 9.10 continues and remains uncured, all funds deposited into the Lockbox Accounts on any Business Day shall be transferred to the Cash Concentration Account. All amounts received directly by the Credit Parties from any account debtor, in addition to all other cash received from any other source (including, without limitation, proceeds from asset sales and judgments), shall be held in trust by the Credit Parties and promptly deposited into a Lockbox Account or, if made by wire transfer, directly to a Lockbox Account. (iii) Funds deposited into the Cash Concentration Account pursuant to clause (ii) above shall immediately become the property of the Agent and the Credit Parties shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited, except as permitted by the Deposit Account Control Agreement pertaining thereto. The Agent assumes no responsibility for the benefit Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder except to the extent that the Agent begins to instruct the Lockbox Bank after the occurrence and during the continuance of an Event of Default or breach of the Collateral covenants contained in clause (i) above or Section 9.10. (iv) The Credit Parties may close Lockboxes only with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Agent and subject to the terms and conditions set forth in any applicable Deposit Account Control Agreement. The Credit Parties may open new Lockboxes and Lockbox Accounts, subject to such Lockbox Account's being subject to a Deposit Account Control Agreement as contemplated above. (v) No Credit Party shall direct any account debtor to submit payment on any Account to any address or location other than to a Lockbox. No collections from any Account shall be deposited into any account other than a Lockbox Account or the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral AgentCash Concentration Account.

Lockboxes. Pledgor In addition to the Existing Lockboxes, Borrowers shall establish one or more and maintain lockboxes for USVI, SRO and BIO (the "Lockboxes") and non-interest bearing depository accounts (each a "Cash Collateral Account") with Bank subject to the provisions of this subparagraph and the Lockbox Agreement to be executed by Borrowers and delivered to Bank. Unless otherwise prohibited by applicable law, all collections of Accounts shall be paid directly by Account Debtors into the Lockboxes and then deposited into Bank's Cash Collateral Account or shall be wired by Account Debtors directly into the Cash Collateral Account. Provided no Potential Default or Event of Default is then outstanding, cleared funds in the Cash Collateral Account shall, on a Lockbox daily basis, be transferred to Borrowers' concentration operating account at Bank and, upon the direction of a Specified Officer, be either (i) applied to reduce the outstanding Indebtedness under the Revolving Loan Note (other than the undrawn amount of issued and after outstanding Letters of Credit), or (ii) transferred to other operating accounts of Borrowers, with future advances and extensions of credit to be made by Bank under the conditions set forth in Section 2. While a Potential Default is outstanding, Bank may retain all funds in the Cash Collateral Account. Upon the occurrence of a Default an Event of Default, Bank shall have all rights and upon remedies set forth in Section 8 herein. In the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection event that collections of Accounts and all issuers or obligors under letters proceeds of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected are received at any time by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral AgentBorrowers, such amounts shall be so deposited on a daily basis and all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party collections shall be held in trust for the benefit of the Collateral Agent Bank and shall be deposited into remitted, in the Collection form received, to Bank for deposit in the Cash Collateral Account of such Pledgor within one Business Day after such Pledgor's immediately upon receipt thereofby Borrowers. Such arrangements shall not be modified or terminated without All funds transferred from Borrowers' operating accounts shall, upon application to Borrowers' Revolving Indebtedness to Bank, reduce the prior written consent balance of the Revolving Loans. Borrowers shall have no right of access to or withdrawal from the Lockboxes or Bank's Cash Collateral AgentAccount(s).

Lockboxes. Pledgor shall establish Each Assignor has established, or will establish, Lockboxes with one or more lockboxes (the "Lockboxes") with a Lockbox Bank and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts to remit all Collections to such Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into in the manner, and within the time frame, set forth in the Credit Agreement and has notified, or will at the time of the establishment thereof notify, each such Lockbox Agreements, which among other things shall provide for Bank that any Lockbox maintained with such Lockbox Bank is under the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate exclusive dominion and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request control of the Collateral AgentAgent and that all moneys, securities, and instruments deposited in such amounts shall be so deposited on a daily basis and all Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent or credit support party shall Lockbox are to be held in trust by such banking institution for the benefit of the Collateral Agent. Furthermore, the relevant Assignor and each Lockbox Bank has duly executed and delivered to the Collateral Agent a Lockbox Agreement in the form required by Section 4.03 of the Credit Agreement which Lockbox Agreement, among other things, acknowledges the security interest and shall be deposited into the Collection Account dominion and control of the Collateral Agent in each Lockbox established with such Pledgor within one Business Day after such Pledgor's receipt thereofLockbox Bank. Such arrangements shall Each Assignor hereby represents and warrants that it does not be modified or terminated now maintain, and will not, without the prior written consent of the Collateral AgentAgent pursuant to Section 4.03 of the Credit Agreement, in the future maintain, any other account with any Lockbox Bank other than the Lockboxes and any accounts specifically described in Schedule XIII to the Credit Agreement. Each Assignor has notified, or will on or prior to February 15, 2001 (or such later date, in the case of a given obligor, as the respective obligor first owes Receivables to such Assignor) notify, each obligor with respect to its Receivables to make payments with respect thereto directly into one or more Lockboxes. Each Assignor will also from time to time, as appropriate, continue to notify each obligor with respect to its Receivables to continue making payments with respect thereto directly into one or more Lockboxes.

Lockboxes. Pledgor (i) The Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby agree to comply with the provisions of this Section 2.3(b). Each of the Credit Parties, individually or through the Borrower, shall establish and shall maintain one or more lockboxes (the "Lockboxes"each a “Lockbox”) with financial institutions, including, without limitation, Wachovia and Xxxxx Fargo Bank, National Association, selected by the Borrower and reasonably acceptable to the Agent (each a “Lockbox Bank Bank”) and after the occurrence of a Default and upon the request of the Collateral Agent, each Pledgor shall irrevocably instruct all account debtors on all of the Accounts of such Pledgor, all agents for the collection of Accounts and all issuers or obligors under letters of credit or other documents supporting Accounts each Credit Party to remit all Collections payments to such its respective Lockboxes. Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor and reasonably acceptable to the Collateral Agent (each, a "Lockbox Bank" and, collectively, the "Lockbox Banks") shall enter into Lockbox Agreements, which among other things shall provide for the opening of an account for the deposit of Collections (each, a "Collection Account" and, collectively, the "Collection Accounts") at a Lockbox Bank. Each Pledgor shall maintain separate and distinct Lockboxes and Collection Accounts and the Lockboxes and Collection Accounts of each Pledgor will be clearly identified as the Lockbox and Collection Accounts of such Pledgor and no other Person, including no other Pledgor. After the occurrence of a Default and upon the request of the Collateral Agent, such amounts shall be so deposited on a daily basis and all Collections and other All amounts received by or on behalf of each such Pledgor the Credit Parties from any account debtor, agent in addition to all other cash received from any other source (including but not limited to proceeds from asset sales and judgments), shall be promptly deposited into an account which is maintained at a Lockbox Bank and which is subject to a Deposit Account Control Agreement in favor of the Agent (each such account, a “Lockbox Account”) or credit support party into the Cash Concentration Account. The foregoing notwithstanding, unless the Agent otherwise requires, no Deposit Account Control Agreement shall be required with respect to any Lockbox Account maintained with the Agent, so long as the Agent has “control” (as such term is used in Article 9 of the UCC) over such account. (ii) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. After the occurrence and during the continuance of an Event of Default, or in the event there shall occur a breach of the covenants contained in clause (i) above or Section 9.10 for so long as any such breach of the covenant contained in clause (i) or Section 9.10 continues and remains uncured, all funds deposited into the Lockbox Accounts on any Business Day shall be transferred to the Cash Concentration Account. All amounts received directly by the Credit Parties from any account debtor, in addition to all other cash received from any other source (including, without limitation, proceeds from asset sales and judgments), shall be held in trust by the Credit Parties and promptly deposited into a Lockbox Account or, if made by wire transfer, directly to a Lockbox Account. (iii) Funds deposited into the Cash Concentration Account pursuant to clause (ii) above shall immediately become the property of the Agent and the Credit Parties shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited, except as permitted by the Deposit Account Control Agreement pertaining thereto. The Agent assumes no responsibility for the benefit Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder except to the extent that the Agent begins to instruct the Lockbox Bank after the occurrence and during the continuance of an Event of Default or breach of the Collateral covenants contained in clause (i) above or Section 9.10. (iv) The Credit Parties may close Lockboxes only with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Agent and subject to the terms and conditions set forth in any applicable Deposit Account Control Agreement. The Credit Parties may open new Lockboxes and Lockbox Accounts, subject to such Lockbox Account’s being subject to a Deposit Account Control Agreement as contemplated above. (v) No Credit Party shall direct any account debtor to submit payment on any Account to any address or location other than to a Lockbox. No collections from any Account shall be deposited into any account other than a Lockbox Account or the Collection Account of such Pledgor within one Business Day after such Pledgor's receipt thereof. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral AgentCash Concentration Account.