Common use of Special Account Clause in Contracts

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank shall deposit the same in a non-interest bearing account at Bank in the name of Environmental Quality Management, Inc. pledged to Bank using Borrower’s Federal tax identification number, Account No. 400000000 (the “Special Account”). Any Remittance or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for Bank, and Borrower immediately shall deliver the same, in its original form, to Bank into the Locked Box by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of Borrower’s other funds or property, but will hold it separate and apart therefrom in trust for Bank until deposit is made into the Locked Box or Special Account or until delivery is made to Bank by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be Bank’s property and shall be subject only to the signing authority designated from time to time by Bank, and Borrower shall have no interest therein or control over such deposits or funds. Bank shall have sole access to the Special Account and the Locked Box, and Borrower shall have no access thereto. Bank shall have, and Borrower hereby grants to Bank, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s lien or any other right in favor of any Person other than Bank. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank to Borrower; however, at any time on and after the occurrence of an Event of Default, all Available Funds may, at Bank’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, Bank, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with Bank and such amount shall be deemed part of the Obligations. Bank shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from Bank’s gross negligence or willful misconduct. Until a payment is received by Bank for Bank’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank shall deposit the same in a non-interest bearing account at Bank in the name of Environmental Quality Management, Inc. pledged to Bank using Borrower’s Federal tax identification number, Account No. 400000000 48577-5241 at Bank (the “"Special Account”"). Any Remittance or other proceeds of Receivables or other Loan Collateral received by a Borrower shall be deemed held by Borrower Borrowers in trust and as fiduciary for Bank, and Borrower Borrowers immediately shall deliver the same, in its original form, to Bank into the Locked Box by overnight delivery carrierBox. Pending such deposit, Borrower agrees Borrowers agree that it they will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of Borrower’s Borrowers' other funds or property, but will hold it separate and apart therefrom in trust for Bank until deposit is made into the Locked Box or the Special Account Account, or until delivery is made to Bank by overnight delivery carrier as described above. All deposits to the Special Account and or the Locked Box shall be Bank’s 's property and shall be subject only to the signing authority designated from time to time by Bank, and Borrower Borrowers shall have no interest therein or control over such deposits or funds. Bank shall have sole access to the Special Account and the Locked Box, and Borrower Borrowers shall have no access thereto. Bank shall have, and Borrower Borrowers hereby grants grant to Bank, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s 's lien or any other right in favor of or any Person other than Bank. Deposits to the Special Account shall be applied first, to the Obligations in such order principal and method interest of application as may be elected by Bank in its discretion exercised in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank to Borrower; however, at any time on and after the occurrence of an Event of Default, all Available Funds may, at Bank’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, Bank, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with Bank and such amount shall be deemed part of the Obligations. Bank shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from Bank’s gross negligence or willful misconduct. Until a payment is received by Bank for Bank’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.the

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank Agent shall deposit the same in a non-interest bearing account at Bank Agent in the name of Environmental Quality Management“Claymont Steel, Inc. pledged to U.S. Bank using N.A.” with Borrower’s Federal tax federal identification number, Account No. 400000000 130107146677 (the “Special Account”). Any Remittance or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for BankAgent, and Borrower immediately promptly shall deliver the same, in its original form, to Bank Agent into the Locked Box by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of Borrower’s other funds or property, but will hold it separate and apart therefrom in trust for Bank Agent until deposit is made into the Locked Box or Special Account or until delivery is made to Bank Agent by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be BankAgent’s property and shall be subject only to the signing authority designated from time to time by BankAgent, and Borrower shall have no interest therein or control over such deposits or funds. Bank Agent shall have sole access to the Special Account and the Locked Box, and Borrower shall have no access thereto. Bank Agent shall have, and Borrower hereby grants to BankAgent, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, bankerbank’s lien or any other right in favor of any Person other than BankAgent. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faithaccordance with Section 4.3.1 (subject to Section 3.1.4(ii)). Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank Agent to Borrower; however, at any time on and after the occurrence and during the continuation of an Event of Default, all Available Funds may, at BankAgent’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, BankAgent, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with Bank Agent and such amount shall be deemed part of the Obligations. Bank Agent shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank Agent with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank Agent under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from BankAgent’s gross negligence or willful misconduct. Until a payment is received by Bank Agent for BankAgent’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank Agent may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank Agent under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.

Special Account. Upon collection of Remittances and other proceeds of Receivables Receivables, other Collateral and any other Loan Collateral security for the Obligations from the Locked BoxBox of Borrower, Bank shall shall, on the same day of such collection if such Remittances and other proceeds are deposited into such Locked Box at or prior to 12:00 noon, Cincinnati, Ohio time, or on the immediately following day if such Remittances and other proceeds are deposited into such Locked Box after 12:00 noon, Cincinnati, Ohio time, deposit the same in into a non-interest bearing corresponding account of Borrower at Bank in the name of Environmental Quality ManagementBank, Inc. pledged to Bank using Borrower’s Federal tax identification number, as follows: Account No. 400000000 821652963 at Bank (the “such account being herein referred to as a "Special Account”,"). Any Remittance or other proceeds of Receivables Receivables, other Collateral or other Loan Collateral security for the Obligations received by Borrower shall be deemed held by Borrower in trust and as fiduciary for Bank, and Borrower shall immediately shall deliver deposit the same, in its original form, to Bank into the its Locked Box by overnight delivery carrieror Special Account. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables Receivables, other Collateral or any other Loan Collateral security for the Obligations with any of Borrower’s 's other funds or property, but will hold it separate and apart therefrom in trust and as fiduciary for Bank until deposit is made into the appropriate Locked Box or Special Account or until delivery is made to Bank by overnight delivery carrier as described aboveAccount. All deposits to the Special Account and the Locked Box shall be Bank’s 's property and shall be subject only to the signing authority designated from time to time by Bank, and Borrower shall not have no any interest therein or control over such deposits or fundsthereover. Bank shall have sole access to the Special Account and the Locked BoxAccount, and Borrower shall not have no any access thereto. Bank shall have, and Borrower hereby grants to Bank, a Lien on and security interest in all funds held in the Borrower's Locked Box and Special Account and the Locked Box as security for the Obligations. The No Special Account shall not will be subject to any deduction, set-off, banker’s 's lien or any other right in favor of any Person person or entity other than Bank. Prior to the occurrence of an Event of Default, Deposits to the Special Account shall will be applied, FIRST, to all Obligations then due and owing; SECOND, to the principal and/or interest of the Revolving Loans; and THIRD, if the Revolving Loans have been repaid in full and absent any instruction to the contrary from the Borrower, to an interest bearing account of Borrower established with Bank. Upon the occurrence of an Event of Default deposits to the Special Account may be applied against the principal and/or interest of the Revolving Loans and/or other Obligations of the Borrower to the Obligations Bank in such order and method of application as may be elected by Bank in its discretion exercised sole discretion. Borrower hereby indemnifies and holds Bank harmless from and against any loss or damage with respect to any Remittance deposited in good faith. Any funds in the Borrower's Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank to Borrower; however, at which is dishonored or returned for any time on and after the occurrence of an Event of Default, all Available Funds may, at Bank’s option, be retained in the Special Account as continuing security for the Obligationsreason. If any Remittance deposited in the a Special Account is dishonored or returned unpaid for any reason, Bank, in its sole discretion, may charge the amount of such dishonored or returned Remittance directly against the Borrower and and/or any account maintained by Borrower with Bank and such amount shall be deemed part of the ObligationsObligations hereunder. Bank shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank under this Agreement, except other than loss or damage determined by a court of competent jurisdiction after exhaustion of all appeals to be the extent, but only to the extent, consequences of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from Bank’s 's gross negligence or willful misconduct. Until a payment is received by Bank for Bank’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank may adopt such regulations and procedures as Borrower hereby agrees that it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank under this Agreement so long as the adoption of such regulations and procedures will not change the material terms assert any claims or set-off rights against Bank solely as a result of this Agreement and are applied to similarly situated borrowersBorrower's maintaining a Special Account with Bank.

Special Account. Upon collection of Remittances owing to Borrower and other proceeds of Receivables owing to Borrower and other Loan Collateral of Borrower from the Locked Box, Bank Agent shall deposit the same in a non-interest bearing account at U.S. Bank in the name of Environmental Quality ManagementWestaff (USA), Inc. pledged to Bank Agent using Borrower’s Federal tax identification number, Account No. 400000000 15349052669 (the “Special Account”). Any Remittance owing to Borrower or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for BankAgent, and Borrower immediately shall deliver the same, in its original form, to Bank Agent for deposit into the Locked Box Special Account by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables owing to Borrower or other Loan Collateral of Borrower with any of Borrower’s other funds or property, but will hold it separate and apart therefrom in trust for Bank Agent until deposit is made into the Locked Box or Special Account or until delivery is made to Bank Agent by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be Bank’s property and shall be subject only to the signing authority designated from time to time by BankAgent, and Borrower shall have no interest therein or control over such deposits or funds. Bank Agent shall have sole access to the Special Account and the Locked Box, and Borrower shall have no access thereto. Bank Agent shall have, and Borrower hereby grants to BankAgent, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s lien or any other right in favor of any Person other than BankAgent. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faithaccordance with Section 4.3.1. Any funds in the Special Account remaining after payment of the applications set forth in the preceding sentence Obligations that are then due and payable (“Available Funds”) will be paid over by Bank Agent to Borrower; however, at any time on and after the occurrence and during the continuation of an Event of Default, all Available Funds may, at BankAgent’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, BankAgent, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with U.S. Bank and such amount shall be deemed part of the Obligations. Bank Agent shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank Agent with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank Agent under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from BankAgent’s gross negligence or willful misconduct. Until a payment is received by Bank Agent for BankAgent’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank Agent may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank Agent under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.

Special Account. Upon collection of Remittances Collections (as defined in subsection (a) of Section 4) and other proceeds of Receivables accounts and other Loan Collateral from the Locked Boxlock box, Bank Lender shall deposit the same in a non-interest bearing account at Bank in the name of Environmental Quality Management, Inc. pledged to Bank using Borrower’s Federal tax identification number, Account No. 400000000 183146490 at Lender (the “"Special Account”"). Any Remittance Collection or other proceeds of Receivables or accounts and other Loan Collateral received by Borrower Debtor shall be deemed held by Borrower Debtor in trust and as fiduciary for BankLender, and Borrower Debtor immediately shall deliver the same, in its original form, to Bank into the Locked Box Lender by overnight delivery carriercarrier into the lock box. Pending such deposit, Borrower Debtor agrees that it will not commingle any such Remittance Collection or other proceeds of Receivables or accounts and other Loan Collateral with any of Borrower’s Debtor's other funds or property, but will hold it separate and apart therefrom in trust for Bank Lender until deposit is made into the Locked Box lock box or Special Account or until delivery is made to Bank Lender by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box lock box shall be Bank’s Lender's property and shall be subject only to the signing authority designated from time to time by BankLender, and Borrower Debtor shall have no interest therein or control over such deposits or funds. Bank Lender shall have sole access to the Special Account and the Locked Boxlock box, and Borrower Debtor shall have no access thereto. Bank Lender shall have, and Borrower Debtor hereby confirms its prior grant and hereby re-grants to BankLender, a Lien lien on and security interest in all funds held in the Special Account and the Locked Box lock box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s 's lien or any other right in favor of or any Person person other than BankLender. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank Lender in its discretion exercised in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“"Available Funds”") will be paid over by Bank Lender to BorrowerDebtor; however, at any time on and after the occurrence of an Event event of Defaultdefault, all Available Funds may, at Bank’s option, Lender's option be retained in the Special Account as continuing security for the Obligations. If any Remittance Collection deposited in the Special Account is dishonored or returned unpaid for any reason, BankLender, in its discretion, may charge the amount of such dishonored or returned Remittance Collection directly against Borrower Debtor and any account maintained by Borrower Debtor with Bank Lender and such amount shall be deemed part of the Obligations. Bank Lender shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank with respect to the operation Lender arising out of the lock box or Special Account, the Locked Box, but shall be liable for any such loss or the services to be provided by Bank under this Agreement, except to the extent, but damage only to the extent, extent of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower Debtor from Bank’s Lender's gross negligence or willful misconduct. Until a payment is received by Bank Lender for Bank’s Lender's account in Milwaukee, Wisconsin in finally collected funds, all risks associated with such payment will be borne solely by BorrowerDebtor. From time to time, Bank Lender may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Boxlock box, and the services to be provided by Bank Lender under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowersAgreement.

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank Agent shall deposit the same in a non-interest bearing account at Bank Agent in the name of Environmental Quality Management, Inc. pledged to Bank using BorrowerAgent’s Federal tax identification numberName, Account No. 400000000 130107146677 (the “Special Account”). Any Remittance or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for BankAgent, and Borrower immediately promptly shall deliver the same, in its original form, to Bank Agent into the Locked Box by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of Borrower’s other funds or property, but will hold it separate and apart therefrom in trust for Bank Agent until deposit is made into the Locked Box or Special Account or until delivery is made to Bank Agent by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be BankAgent’s property and shall be subject only to the signing authority designated from time to time by BankAgent, and Borrower shall have no interest therein or control over such deposits or funds. Bank Agent shall have sole access to the Special Account and the Locked Box, and Borrower shall have no access thereto. Bank Agent shall have, and Borrower hereby grants to BankAgent, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, bankerbank’s lien or any other right in favor of any Person other than BankAgent. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faithto 1. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank Agent to Borrower; however, at any time on and after the occurrence and during the continuation of an Event of Default, all Available Funds may, at BankAgent’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, BankAgent, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with Bank Agent and such amount shall be deemed part of the Obligations. Bank Agent shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank Agent with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank Agent under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from BankAgent’s gross negligence or willful misconduct. Until a payment is received by Bank Agent for BankAgent’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank Agent may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank Agent under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the any Locked Box, Bank Agent shall deposit the same in a non-interest bearing account at Bank Agent in the name of Environmental Quality Management, Inc. pledged to Bank using Borrower’s Federal tax identification numberAgent's Name, Account No. 400000000 1-539-1025-6467 (the “"Special Account”"). Any Remittance or other proceeds of Receivables or other Loan Collateral received by any Borrower shall be deemed held by such Borrower in trust and as fiduciary for BankAgent, and such Borrower immediately shall deliver the same, in its original form, to Bank Agent into the applicable Locked Box by overnight delivery carrier. Pending such deposit, each Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of such Borrower’s 's other funds or property, but will hold it separate and apart therefrom in trust for Bank Agent until deposit is made into the applicable Locked Box or Special Account or until delivery is made to Bank Agent by overnight delivery carrier as described above. All deposits to the Special Account and the any Locked Box shall be Bank’s Agent's property and shall be subject only to the signing authority designated from time to time by BankAgent, and Borrower Borrowers shall have no interest therein or control over such deposits or funds. Bank Agent shall have sole access to the Special Account and the each Locked Box, and Borrower Borrowers shall have no access thereto. Bank Agent shall have, and each Borrower hereby grants to BankAgent, a Lien on and security interest in all funds held in the Special Account and the each Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s bank's lien or any other right in favor of any Person other than BankAgent. Deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank Agent in its discretion exercised in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“"Available Funds”") will be paid over by Bank Agent to BorrowerBorrowers; however, at any time on and after the occurrence of an Event of Default, all Available Funds may, at Bank’s Agent's option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, BankAgent, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower Borrowers and any account maintained by Borrower Borrowers with Bank Agent and such amount shall be deemed part of the Obligations. Bank Agent shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank Agent with respect to the operation of the Special Account, the Locked BoxBoxes, or the services to be provided by Bank Agent under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by any Borrower from Bank’s Agent's gross negligence or willful misconduct. Until a payment is received by Bank Agent for Bank’s Agent's account in finally collected funds, all risks associated with such payment will be borne solely by BorrowerBorrowers. From time to time, Bank Agent may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked BoxBoxes, and the services to be provided by Bank Agent under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.

Special Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank shall deposit the same in a non-interest bearing account at Bank in the name of Environmental Quality Management, Inc. pledged to Bank using Borrower’s Federal tax identification number, Account No. 400000000 000000000 (the “Special Account”). Any Remittance or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower in trust and as fiduciary for Bank, and Borrower immediately shall deliver the same, in its original form, to Bank into the Locked Box by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other proceeds of Receivables or other Loan Collateral with any of Borrower’s other funds or property, but will hold it separate and apart therefrom in trust for Bank until deposit is made into the Locked Box or Special Account or until delivery is made to Bank by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be Bank’s property and shall be subject only to the signing authority designated from time to time by Bank, and Borrower shall have no interest therein or control over such deposits or funds. Bank shall have sole access to the Special Account and the Locked Box, and Borrower shall have no access thereto. Bank shall have, and Borrower hereby grants to Bank, a Lien on and security interest in all funds held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any deduction, set-off, banker’s lien or any other right in favor of any Person other than Bank. Deposits During the effectiveness of an Exclusive Control Notice, as defined in Section 7.8, deposits to the Special Account shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be paid over by Bank to Borrower; however, at any time on and after the occurrence of an Event of Default, all Available Funds may, at Bank’s option, be retained in the Special Account as continuing security for the Obligations. If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, Bank, in its discretion, may charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with Bank and such amount shall be deemed part of the Obligations. Bank shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of Bank with respect to the operation of the Special Account, the Locked Box, or the services to be provided by Bank under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to any consequential, special or lost profit damages suffered by Borrower from Bank’s gross negligence or willful misconduct. Until a payment is received by Bank for Bank’s account in finally collected funds, all risks associated with such payment will be borne solely by Borrower. From time to time, Bank may adopt such regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank under this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement and are applied to similarly situated borrowers.