Common use of Bank Accounts and Securities Accounts Clause in Contracts

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, which agreement shall be in form and substance reasonably satisfactory to the Secured Party (each each, an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any new Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, applicable (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account that will hold in excess of $10,000 at any time with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds in excess of $10,000 in the aggregate into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account. (c) No later than 90 days following the Closing Date, each Debtor will send to each of its customers a written notice in the form of Exhibit B hereto instructing such customer to send all payments due and payable under a gas distribution agreement, or other similar agreement between the Company or its Subsidiaries and their customers, to an account specified in a subsequent notice that such customer may receive from the Secured Party; provided, however that such subsequent notice shall only be sent to the customers by the Secured Party if an Event of Default has occurred and is continuing.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each DebtorDebtor (other than Embark and Embark Online), as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Datedate hereof, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account (other than the Deposit Accounts held in the name of Embark and Embark Online on the date hereof) which is subject to an Account Control Agreement. (b) On or prior to the date hereof, Embark and Embark Online shall deliver to Secured Party a fully executed original copy of written instruction to each financial institution with which such Debtor maintains any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts substantially in the form attached hereto as Exhibit B directing such financial institution to provide Secured Party with duplicate copies of all bank statements which are sent to such Debtor (until such time as such financial institution receives contrary direction from Secured Party) and such other information with respect to such Deposit Accounts or other accounts as Secured Party may from time to time reasonably request. Secured Party may deliver such written instruction to such financial institutions at any time as it deems appropriate in its sole and absolute discretion. After the date hereof, at the sole expense of Debtors, Borrower shall take such further actions as are necessary, or the Secured Party or its Representative may reasonably require, to cause such financial institution to provide Secured Party with duplicate copies of all bank statements which are sent to such Debtor (until such time as such financial institution receives contrary direction from Secured Party) and such other information with respect to such Deposit Account or other accounts as Secured Party may from time to time reasonably request. (c) Neither Embark nor Embark Online will at any time grant any Lien other than Permitted Liens to any Person other than Secured Party in any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts held by such Debtors. (d) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor (other than Embark and Embark Online) shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each DebtorDebtor (other than Embark and Embark Online), and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to Within ten (10) business days of the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a the form specified by the Secured Partyattached hereto as Schedule X, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. Notwithstanding the preceding, the provisions of this Section 4.5(a) shall not apply to the Debtor’s Bank of America account number 381002463937 (“Merchant Account”) provided, however, Debtor hereby agrees that it shall not keep on deposit in the Merchant Account funds in excess of $10,000 (the “Threshold Amount”). In the event the Merchant Account reaches the Threshold Amount, Debtor shall be required, within one (1) business day of reaching such Threshold Amount, to transfer such funds to an account then subject to an Account Control Agreement as necessary so that the Merchant Account has less than the Threshold Amount. In the event Debtor keeps on deposit in the Merchant Account funds in excess of the Threshold Amount for three (3) consecutive business days, then Debtor shall deliver to Secured Party, within 10 Business days following such event, an Account Control Agreement pursuant to which Debtor shall grant to the Secured Party a continuing lien upon, and security interest in, the Merchant Account and all funds at any time paid, deposited, credited or held in the Merchant Account (whether for collection, provisionally or otherwise), and the financial institution where the Merchant Account is maintained shall act as the Secured Party’s agent in connection therewith. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special, but specifically excluding the L/C Collateral Accounts), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Datedate hereof, no Debtor shall establish any Deposit AccountAccount (other than L/C Collateral Accounts), securities account, brokerage account or other similar account with any financial institution institution, unless prior thereto, the Secured Party and such Debtor shall have previously entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Other than pxxxx cash not exceeding $10,000 in the aggregate for all Debtors and funds deposited in L/C Collateral Accounts, each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party Party, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party Party, and whether in respect of the Accounts or as proceeds of other Collateral or otherwise otherwise, will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor Debtor, shall, acting on behalf of and as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, applicable (each an “Account Control Agreement”), in a form specified by reasonably acceptable to the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, thereto the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Each Debtor shall comply with all cash management terms and provisions applicable to a Company under Section 5.1 of the Note Purchase Agreement. Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Accountcompliance with Section 5.1 of the Note Purchase Agreement.

Bank Accounts and Securities Accounts. (a) On Other than as expressly set forth in Section 4.5(c) below, on or prior to the date hereof, the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Except as provided in Section 4.5(c), each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Defaultrequest, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to specified by the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account. (c) Notwithstanding anything to the contrary contained in Section 4.5(a) above, Borrower shall be permitted to maintain the Excluded Account without having same be subject to an Account Control Agreement so long as (i) not more than $140,000 in the aggregate is on deposit therein at any one time, (ii) the Excluded Account is only maintained as a cash collateral account for the credit cards issued by Xxxxx Fargo Bank, National Association to Borrower or its officers, directors, employees, consultants or agents, and (C) the cash collateralization of Borrower’s obligations thereunder are permitted pursuant to the terms of the Purchase Agreement and the Notes.

Bank Accounts and Securities Accounts. (a) On or prior to Within five (5) business days of the date hereof, the such Obligor shall deliver to Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with fully executed original copy of written instructions to each financial institution with which such Debtor Obligor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, accounts substantially in the form provided by Secured Party directing such financial institution to provide Secured Party with duplicate copies of all bank statements which are sent to such Obligor (until such time as such financial institution receives contrary direction from Secured Party) and such other information with respect to such Deposit Accounts or other accounts as Secured Party may from time to time reasonably request. Secured Party may deliver such written instruction to such financial institutions at any time as it deems appropriate in its sole and absolute discretion. After the date hereof, at the sole expense of such Obligor, Borrower shall take such further actions as are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant heretonecessary, each such Debtor grants and shall grant to or the Secured Party a continuing lien uponor its Representative may reasonably require, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each to cause such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the to provide Secured Party and with duplicate copies of all bank statements which are sent to such Debtor shall have entered into an Account Control Agreement with Obligor (until such time as such financial institution which purports receives contrary direction from Secured Party) and such other information with respect to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject or other accounts as Secured Party may from time to an Account Control Agreementtime reasonably request. (b) Such Obligor will not at any time grant any Lien other than Permitted Liens to any Person other than Secured Party in any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts held by such Obligor. (c) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor such Obligor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such DebtorObligor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts such Obligor shall directly remit all payments on Accounts and in which such Debtor Obligor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of its Collateral in the identical form in which such payment was made, whether by cash or check; provided however, that if such Event of Default is only a XxXxxx Default, then this subsection (c) shall apply only to XxXxxx and its Accounts. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor such Obligor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each DebtorSuch Obligor, and any of its Affiliatesaffiliates, employees, agents and other Persons acting for or in concert with such Debtor Obligor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor Obligor or any Affiliatesaffiliates, employees, agent or other Persons acting for or in concert with such DebtorObligor, and immediately upon receipt thereof, such Debtor Obligor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an amended and restated account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Initial Closing DateDate (as defined in the New Purchase Agreement), no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “"Account Control Agreement”"), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s 's agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account Account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such accountinstitution. Each Other than xxxxx cash not exceeding $10,000 in the aggregate for all Debtors, each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default's request, each Debtor shall establish lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Debtor’s 's name with such banks as are reasonably acceptable to the Secured Party (“"Collecting Banks”"), subject to irrevocable instructions in a form reasonably acceptable to specified by the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “"Depository Account”"). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, applicable (each an “Account Control Agreement”), in a form specified by reasonably acceptable to the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, thereto the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject Upon and during the continuance of an Event of Default, subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “Account Control Agreement”), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or specialspecial (but specifically excluding the Excluded Deposit Accounts), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto; provided, however, that notwithstanding the foregoing, the Secured Party acknowledges and agrees that it may not be possible for the Debtors to obtain duly executed Account Control Agreements prior to the date hereof, and the Secured Party hereby agrees that it shall not constitute a breach of the Purchase Agreement, this Agreement or any other Security Instrument executed pursuant thereto or hereto if any Debtor fails to obtain such executed Account Control Agreements in a timely fashion so long as any Debtor, as the case may be, undertakes commercially reasonable efforts to obtain such executed agreements as soon as practicable after the date hereof from the applicable financial institutions. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, in all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Datedate hereof, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution institution, unless prior thereto, the Secured Party and such Debtor shall have previously entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Other than pxxxx cash not exceeding $10,000 in the aggregate for all Debtors and funds deposited in an Excluded Deposit Account, each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “Blocked Accounts”) in such Debtor’s name with such banks as are reasonably acceptable to the Secured Party (“Collecting Banks”), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, shall enter into an account control agreement or securities account control agreement, as applicable, (each an “"Account Control Agreement”"), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s 's agent in connection therewith. Following the Initial Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s 's request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Debtor’s 's name with such banks as are reasonably acceptable to the Secured Party (“"Collecting Banks”"), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “"Depository Account”"). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On or prior to the date hereof, the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “"Account Control Agreement”"), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s 's agent in connection therewith. Following the Closing Datedate hereof, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution institution, unless prior thereto, the Secured Party and such Debtor shall have previously entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Other than xxxxx cash not exceeding $10,000 in the aggregate for all Debtors, each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement. (b) Upon the Secured Party’s 's request following the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Debtor’s 's name with such banks as are reasonably acceptable to the Secured Party (“"Collecting Banks”"), subject to irrevocable instructions in a form reasonably acceptable to the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “"Depository Account”"). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party Party, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party Party, and whether in respect of the Accounts or as proceeds of other Collateral or otherwise otherwise, will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor Debtor, shall, acting on behalf of and as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Bank Accounts and Securities Accounts. (a) On Other than as expressly set forth in the last sentence of this Section 4.5(a) and in Section 4.5(c) below, on or prior to the date hereof, (i) Debtors shall close all Deposit Accounts currently maintained at LaSalle Bank National Association and (ii) the Secured Party and each Debtor, as applicable, Debtor shall enter into an account control agreement or securities account control agreement, as applicable, (each an “"Account Control Agreement”"), in a form specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any Deposit Accounts (general or special), securities accounts, brokerage accounts or other similar accounts, which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Account Control Agreements and pursuant hereto, each such Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s 's agent in connection therewith. Following the Closing Date, no Debtor shall establish any Deposit Account, securities account, brokerage account or other similar account with any financial institution unless prior thereto, the Secured Party and such Debtor shall have entered into an Account Control Agreement with such financial institution which purports to cover such account. Each Other than xxxxx cash not exceeding $10,000 in the aggregate for all Debtors, each Debtor shall deposit and keep on deposit all of its funds into a Deposit Account which is subject to an Account Control Agreement; provided, that, notwithstanding anything to the contrary contained in this Agreement, for a period of ten (10) Business Days (or up to thirty (30) days if said funds are on deposit in Deposit Accounts at Bank of Blue Valley) after the Initial Closing, Debtors shall be permitted to maintain up to $200,000 (exclusive of amounts on deposit in the Xxxx XX Account and Returned Items Account described in Section 4.5(c) below) in the aggregate for all Debtors on deposit in Deposit Accounts that are not subject to an Account Control Agreement. (b) Upon the Secured Party’s request following the occurrence and during the continuance of an Event of Default's request, each Debtor shall establish lock-box or blocked accounts (collectively, “"Blocked Accounts”") in such Debtor’s 's name with such banks as are reasonably acceptable to the Secured Party (“"Collecting Banks”"), subject to irrevocable instructions in a form reasonably acceptable to specified by the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “"Depository Account”"). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by the Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party and whether in respect of the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Secured Party. Each Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account. (c) Notwithstanding anything to the contrary contained in Section 4.5(a) above, Infinity-Wyoming shall be permitted to maintain the Deposit Account set forth in the following clause (i) and Consolidated shall be permitted to maintain the Deposit Account set forth in the following clause (ii), in each case without having same be subject to an Account Control Agreement, so long as all of the conditions set forth below are satisfied: (i) until March 15, 2005, Infinity-Wyoming shall be permitted to maintain deposit account number _______________ at US Bank National Association (the "Xxxx XX Account") so long as (A) no more than $300,000 (less any amounts used to satisfy Infinity-Wyoming's reimbursement obligations in respect of the letter of credit referred to in the immediately succeeding clause (B)) is on deposit therein at any one time, (B) such Deposit Account shall only be maintained as a cash collateral account for the letter of credit issued for the account of Infinity-Wyoming by US Bank National Association in the face amount of $______________ to ______________ as beneficiary, and (C) the existence of such letter of credit and the cash collateralization of Infinity-Wyoming's obligations thereunder are permitted pursuant to the terms of the Purchase Agreement; and (ii) Consolidated shall be permitted to maintain deposit account number ________________ at LaSalle Bank National Association (the "Returned Items Account") so long as (A) no more than $255,000 (less any amounts used to satisfy Consolidated's reimbursement obligations in respect of returned items referred to in the immediately succeeding clause (B)) is on deposit therein at any one time, (B) such Deposit Account shall only be maintained as a cash collateral account to reimburse LaSalle Bank National Association for any items deposited into Deposit Accounts previously maintained at LaSalle Bank National Association by Consolidated for which Consolidated received provisional credit but such item was subsequently returned unpaid, and (C) such Deposit Account is closed within forty-five (45) days of the date hereof and all funds on deposit therein not used to satisfy Consolidated's reimbursement obligations owing to LaSalle Bank National Association on account of any returned items described in the immediately preceding clause (B) are returned to Consolidated (or deposited into a Deposit Account covered by an Account Control Agreement) simultaneously therewith.