Common use of Collections and Lockbox Account Clause in Contracts

Collections and Lockbox Account. (a) Borrowers shall maintain a lockbox (the “Lockbox”) with a United States depository institution designated from time to time by Agent (the “Lockbox Bank”), and, subject to the provisions of this Agreement, shall execute with the Lockbox Bank a Deposit Account Control Agreement and such other agreements related to such Lockbox as Agent may reasonably require. At all times following the Collections Account Post-Closing Period, Borrowers shall ensure that all collections of Third Party Accounts are paid directly by the applicable Third Party Account Debtor (i) into the Lockbox for deposit into the Lockbox Account and/or (ii) directly into the Lockbox Account. At all times during the Collections Account Post-Closing Period, Borrowers shall ensure that (x) by the close of business on Wednesday of each calendar week, all collections received from any Third Party Account Debtor prior to such Wednesday are transferred into the Payment Account and (y) by the close of business on Friday of each calendar week, all collections received from any Third Party Account Debtor prior to such Friday are transferred into the Payment Account. At all times following the Collections Account Post-Closing Period, all funds deposited into a Lockbox Account shall be transferred into the Payment Account (or, prior to the time of the initial borrowing of the Revolving Loans, such Deposit Account of Borrower, as Agent may direct in its sole discretion) by the close of each Business Day.

Collections and Lockbox Account. Upon and after the Initial Third Party Agent Commencement Date and at all times thereafter (unless otherwise agreed to in writing by Agent during any Non-Third Party Agent Retention Period): (a) Borrowers shall maintain a lockbox (the “Lockbox”) with a United States depository institution designated from time to time by Agent (the “Lockbox Bank”), and, subject to the provisions of this Agreement, and prior the end of the Lockbox Post-Closing Period shall execute with the Lockbox Bank a Deposit Account Control Agreement and such other agreements related to such Lockbox as Agent may reasonably require. At all times following the Collections Account Post-Closing Period, Borrowers shall have directed each Account Debtor to make payments in respect of the Accounts (and shall use commercially reasonable efforts to ensure that all collections of Third Party Accounts are paid directly by the applicable Third Party from such Account Debtor Debtors) (i) into the Lockbox for deposit into the Lockbox Account and/or (ii) directly into the Lockbox Account. At all times during the Collections Account Post-Closing Period; provided, however, unless Agent shall otherwise direct by written notice to Borrowers, Borrowers shall ensure that (x) by be permitted to cause Account Debtors who are individuals to pay Accounts directly to Borrowers, which Borrowers shall then administer and apply in the close of business on Wednesday of each calendar week, all collections received from any Third Party Account Debtor prior to such Wednesday are transferred into the Payment Account and (y) by the close of business on Friday of each calendar week, all collections received from any Third Party Account Debtor prior to such Friday are transferred into the Payment Accountmanner required below. At all times following the Collections Account Post-Closing Period, all All funds deposited into a Lockbox Account shall be transferred into the Payment Account (or, prior to the time of the initial borrowing of the Revolving Loans, such Deposit Account of Borrower, as Agent may direct in its sole discretion) by the close of each Business Day. During the Lockbox Post-Closing Period, Borrower shall ensure that an irrevocable standing wire instruction pursuant to which the Lockbox Bank agrees to transfer all funds from the Lockbox Account into the Payment Account at the end of each Business Day is in place.