Common use of Lockbox Arrangements Clause in Contracts

Lockbox Arrangements. (a) On or before the Amendment Closing Date, the Company will establish deposit accounts with, and enter into lockbox agreements with, the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, all of which arrangements shall be satisfactory in form and substance to the Collateral Agent. Any such deposit accounts with the Collateral Agent shall be considered a Cash Collateral Account as provided in the Security Agreement. (b) On or before the Amendment Closing Date, the Company will cause all funds to be paid to the Borrower and its Domestic Subsidiaries by customers, account debtors and others to be paid to said lockboxes and deposited in said accounts with the Collateral Agent. (c) No later than the Amendment Closing Date, the Company will cease using deposit accounts, (other than the payroll or ▇▇▇▇▇ cash accounts detailed by Company and Subsidiary on Exhibit F to this Amendment) and any lockbox arrangements with any financial institution other than the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, it being understood that the Company and its Domestic Subsidiaries may continue using controlled disbursement accounts with other financial institutions as and to the extent permitted by the Collateral Agent, acting in its reasonable discretion. (d) Such lockbox agreements with the Collateral Agent shall provide, among other things, that once the Company and its Domestic Subsidiaries shall have so established such lockbox agreements and deposit accounts with the Collateral Agent, and funds shall be received by the Collateral Agent as contemplated thereby, (A) if no Default under section 10.1(a) of the Credit Agreement or Event of Default shall have occurred and be continuing, the Collateral Agent will immediately release such funds so received by it to or as directed by the Company, or (B) if a Default under section 10.1(a) of the Credit Agreement or Event of Default shall have occurred and be continuing, the Collateral Agent shall have sole and complete dominion over all funds so received and shall, on a daily or similar frequent basis, promptly apply such funds to the Loans and other obligations secured by the Security Agreement, and after all Loans and other obligations secured by the Security Agreement have been satisfied and the Total Commitment has been terminated, release any surplus remaining to the Borrower or to whomsoever shall be lawfully entitled thereto.

Lockbox Arrangements. (a) On The Borrowers shall have each established and shall maintain one or before more lockboxes (each a "Lockbox") with financial institutions selected by them and reasonably acceptable to the Amendment Closing DateAdministrative Agent (each a "Lockbox Bank") and shall instruct all account debtors on the Accounts of each Credit Party to remit all payments to its respective Lockboxes. All amounts received by the Credit Parties from any account debtor, in addition to all other cash proceeds from the Company will establish deposit accounts withCollateral, and enter into lockbox agreements with, the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, all of which arrangements shall be satisfactory in form and substance to promptly deposited into the Collateral Agent. Any such deposit accounts with the Collateral Agent shall be considered a Cash Collateral applicable Lockbox Account (as provided in the Security Agreementdefined below). (b) On Each Credit Party, the Administrative Agent and each Lockbox Bank shall enter into three party agreements in the form of Exhibit F-1 hereto (each a "Lockbox Agreement"), providing, among other things, for the following (except as may otherwise be consented to by the Administrative Agent): (i) The Credit Parties will open and establish for the benefit of the Administrative Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Lockbox Account"). (ii) All receipts of Accounts of the Securitization Companies held in the Lockboxes shall be remitted daily to the Concentration Account. All receipts of all other Accounts held in the Lockboxes shall be remitted daily to the WLV Joining Technologies Account. During any Cash Dominion Period and upon notice by the Administrative Agent to the Lockbox Bank, so directing (without further consent by any Borrower) ("Notice of Cash Dominion"), (x) all funds deposited into the Concentration Account on any Business Day shall be transferred as follows: (A) so long as the Permitted Securitization is in effect, to the Securitization Account, with funds transferred to be applied in accordance with the Intercreditor Agreement (funds payable to the Agent for the benefit of the Lenders pursuant to the terms hereof and the Intercreditor Agreement, will be further transferred to the Wachovia Cash Collateral Account) and (B) after the termination of the Permitted Securitization, to the Wachovia Cash Collateral Account and (y) all funds deposited into the WLV Joining Technologies Account on any Business Day shall be transferred to the Wachovia Cash Collateral Account. All funds deposited prior to 2:00 p.m. (EST) on any Business Day to the Wachovia Cash Collateral Account shall be applied by the Administrative Agent on the same Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations of the Borrowers which are then due and payable hereunder. All amounts received directly by the Credit Parties from any account debtor, in addition to all other cash proceeds from the Collateral, shall be held in trust by the Credit Parties and promptly deposited into the applicable Lockbox Account during the aforesaid Cash Dominion Period or, if made by wire transfer, directly to the Concentration Account or before the Amendment WLV Joining Technologies Account, as applicable. (iii) All funds deposited into the Wachovia Cash Collateral Account and all funds in all Lockbox Accounts during any Cash Dominion Period, shall, subject to the provisions of the Intercreditor Agreement, immediately fall under the sole dominion and control of the Administrative Agent, and the Credit Parties shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited. The Administrative Agent assumes no responsibility for the Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) Prior to a Cash Dominion Period, the Credit Parties may close Lockboxes and/or open new Lockboxes with the prior written consent of the Administrative Agent and subject to prior execution and delivery to the Administrative Agent of Lockbox Agreements consistent with the provisions of this Section 3.1(b) and in form and substance satisfactory to the Administrative Agent. The Company shall have the right to close account number 016-4056 (Tube Forming Operating Account) and account number 093-5252 (STP Operating Account). (v) Notwithstanding the foregoing to the contrary, with respect to Lockboxes and related Lockbox Accounts in existence prior to the Closing Date, the Company will cause all funds to be paid to Borrowers may, in lieu of entering into a Lockbox Agreement, deliver a Blocked Account Agreement, countersigned by the Borrower and its Domestic Subsidiaries by customers, account debtors and others to be paid to said lockboxes and deposited in said accounts with the Collateral Agentapplicable Lockbox Bank. (c) No later than the Amendment Closing Date, the Company will cease using deposit accounts, (other than the payroll The Borrowers hereby authorize each Lender to charge from time to time against any or ▇▇▇▇▇ cash accounts detailed by Company and Subsidiary on Exhibit F to this Amendment) and any lockbox arrangements with any financial institution other than the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, it being understood that the Company and its Domestic Subsidiaries may continue using controlled disbursement accounts with other financial institutions as and to the extent permitted by the Collateral Agent, acting in its reasonable discretion. (d) Such lockbox agreements with the Collateral Agent shall provide, among other things, that once the Company and its Domestic Subsidiaries shall have so established such lockbox agreements and deposit accounts with the Collateral Agent, and funds shall be received by the Collateral Agent as contemplated thereby, (A) if no Default under section 10.1(a) all of the Credit Agreement or Event of Default shall have occurred and be continuing, the Collateral Agent will immediately release Parties' accounts with such funds so received by it to or as directed by the Company, or (B) if a Default under section 10.1(a) Lender any of the Credit Agreement or Event Obligations which are then due and payable by such Borrowers. Each Lender receiving any payment as a result of Default charging any such account shall have occurred promptly notify the Administrative Agent thereof and be continuing, make such arrangements as the Collateral Administrative Agent shall have sole and complete dominion over all funds so received and shall, on a daily or similar frequent basis, promptly apply such funds request to share the Loans and other obligations secured by the Security Agreement, and after all Loans and other obligations secured by the Security Agreement have been satisfied and the Total Commitment has been terminated, release any surplus remaining to the Borrower or to whomsoever shall be lawfully entitled theretobenefit thereof in accordance with Section 4.8.

Lockbox Arrangements. (a) On The Borrowers shall have each established and shall maintain one or before more lockboxes (each a "Lockbox") with financial institutions selected by them and reasonably acceptable to the Amendment Closing DateAdministrative Agent (each a "Lockbox Bank") and shall instruct all account debtors on the Accounts of each Credit Party to remit all payments to its respective Lockboxes. All amounts received by the Credit Parties from any account debtor, in addition to all other cash proceeds from the Company will establish deposit accounts withCollateral, and enter into lockbox agreements with, the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, all of which arrangements shall be satisfactory in form and substance to promptly deposited into the Collateral Agent. Any such deposit accounts with the Collateral Agent shall be considered a Cash Collateral applicable Lockbox Account (as provided in the Security Agreementdefined below). (b) On Each Credit Party, the Administrative Agent and each Lockbox Bank shall enter into three party agreements in the form of Exhibit F-1 hereto (each a "Lockbox Agreement"), providing, among other things, for the following (except as may otherwise be consented to by the Administrative Agent): (i) The Credit Parties will open and establish for the benefit of the Administrative Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Lockbox Account"). (ii) All receipts of Accounts of the Securitization Companies held in the Lockboxes shall be remitted daily to the Concentration Account. All receipts of all other Accounts held in the Lockboxes shall be remitted daily to the WLV Joining Technologies Account. During any Cash Dominion Period and upon notice by the Administrative Agent to the Lockbox Bank, so directing (without further consent by any Borrower) ("Notice of Cash Dominion"), (x) all funds deposited into the Concentration Account on any Business Day shall be transferred as follows: (A) so long as the Permitted Securitization is in effect, to the Securitization Account, with funds transferred to be applied in accordance with the Intercreditor Agreement (funds payable to the Agent for the benefit of the Lenders pursuant to the terms hereof and the Intercreditor Agreement, will be further transferred to the Wachovia Cash Collateral Account) and (B) after the termination of the Permitted Securitization, to the Wachovia Cash Collateral Account and (y) all funds deposited into the WLV Joining Technologies Account on any Business Day shall be transferred to the Wachovia Cash Collateral Account. All funds deposited prior to 2:00 p.m. (EST) on any Business Day to the Wachovia Cash Collateral Account shall be applied by the Administrative Agent on the same Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations of the Borrowers which are then due and payable hereunder. All amounts received directly by the Credit Parties from any account debtor, in addition to all other cash proceeds from the Collateral, shall be held in trust by the Credit Parties and promptly deposited into the applicable Lockbox Account during the aforesaid Cash Dominion Period or, if made by wire transfer, directly to the Concentration Account or before the Amendment WLV Joining Technologies Account, as applicable. (iii) All funds deposited into the Wachovia Cash Collateral Account and all funds in all Lockbox Accounts during any Cash Dominion Period, shall, subject to the provisions of the Intercreditor Agreement, immediately fall under the sole dominion and control of the Administrative Agent, and the Credit Parties shall obtain the agreement by the Lockbox Banks to waive any offset rights against the funds so deposited. The Administrative Agent assumes no responsibility for the Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) Prior to a Cash Dominion Period, the Credit Parties may close Lockboxes and/or open new Lockboxes with the prior written consent of the Administrative Agent and subject to prior execution and delivery to the Administrative Agent of Lockbox Agreements consistent with the provisions of this Section 3.1(b) and in form and substance satisfactory to the Administrative Agent. The Company shall have the right to close account number XXX-XXXX (Tube Forming Operating Account) and account number XXX-XXXX (STP Operating Account). (v) Notwithstanding the foregoing to the contrary, with respect to Lockboxes and related Lockbox Accounts in existence prior to the Closing Date, the Company will cause all funds to be paid to Borrowers may, in lieu of entering into a Lockbox Agreement, deliver a Blocked Account Agreement, countersigned by the Borrower and its Domestic Subsidiaries by customers, account debtors and others to be paid to said lockboxes and deposited in said accounts with the Collateral Agentapplicable Lockbox Bank. (c) No later than the Amendment Closing Date, the Company will cease using deposit accounts, (other than the payroll The Borrowers hereby authorize each Lender to charge from time to time against any or ▇▇▇▇▇ cash accounts detailed by Company and Subsidiary on Exhibit F to this Amendment) and any lockbox arrangements with any financial institution other than the Collateral Agent, and cause each of its Domestic Subsidiaries to do likewise, it being understood that the Company and its Domestic Subsidiaries may continue using controlled disbursement accounts with other financial institutions as and to the extent permitted by the Collateral Agent, acting in its reasonable discretion. (d) Such lockbox agreements with the Collateral Agent shall provide, among other things, that once the Company and its Domestic Subsidiaries shall have so established such lockbox agreements and deposit accounts with the Collateral Agent, and funds shall be received by the Collateral Agent as contemplated thereby, (A) if no Default under section 10.1(a) all of the Credit Agreement or Event of Default shall have occurred and be continuing, the Collateral Agent will immediately release Parties' accounts with such funds so received by it to or as directed by the Company, or (B) if a Default under section 10.1(a) Lender any of the Credit Agreement or Event Obligations which are then due and payable by such Borrowers. Each Lender receiving any payment as a result of Default charging any such account shall have occurred promptly notify the Administrative Agent thereof and be continuing, make such arrangements as the Collateral Administrative Agent shall have sole and complete dominion over all funds so received and shall, on a daily or similar frequent basis, promptly apply such funds request to share the Loans and other obligations secured by the Security Agreement, and after all Loans and other obligations secured by the Security Agreement have been satisfied and the Total Commitment has been terminated, release any surplus remaining to the Borrower or to whomsoever shall be lawfully entitled theretobenefit thereof in accordance with Section 4.8.