Common use of Blocked Account Agreements Clause in Contracts

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are listed on Schedule 6.15 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Collateral Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are listed on Schedule 6.15 6.13 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Deposit Accounts or with the prior written consent of the Administrative Collateral Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Collateral Agent (which Activation Notice shall be given by the Administrative Collateral Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)continuing), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Collateral Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Collateral Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Collateral Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are is listed on Schedule 6.15 6.14 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”); provided, that, with respect to any deposit account or securities account (other than any Excluded Deposit Account) opened or acquired by the Borrower Parties (i) after the Agreement Date but before the First Amendment Effective Date, the Borrower Parties shall have a period of forty-five (45) days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) and (ii) after the First Amendment Effective Date, the Borrower Parties shall have a period of one hundred-twenty (120) days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion), in each case, after such opening or acquisition to execute and deliver any such required Blocked Account Agreement. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice may, or shall at the request of the Majority Lenders, be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Excess Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 23,500,000 and (B) fifteen ten percent (1510%) of the amount of the Revolving Loan Commitment then outstanding Availability (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities accountaccount (other than any Excluded Account), as the case may be be, to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account accounts to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the CollateralCollateral (other than any such remittances or proceeds permitted to be maintained in an Excluded Account), such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account or, to the extent permitted hereunder, an Excluded Account, promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are listed on Schedule 6.15 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 23,500,000 and (B) fifteen ten percent (1510%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account On or before the Closing Date, each of the Credit Parties shall establish accounts (each a "BLOCKED ACCOUNT" and securities account owned or maintained by collectively the Borrower Parties (other than an Excluded Deposit Account"BLOCKED ACCOUNTS") shall be maintained at a bank or in the Agent's name for the benefit of each Credit Party with financial institution which is institutions reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are listed on Schedule 6.15 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained into which all payments received by any Borrower such Credit Party shall be subject to a control agreement deposited, and into which each Credit Party will immediately deposit all payments received by it in the identical form in which such payments were made, whether by cash or check, and substance satisfactory to the Administrative Agent and such bank or financial institution (iii) cause each such accountCredit Party, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt any Affiliate of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred Credit Party, and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Person acting for or in concert with a Credit Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalentsthat receives any monies, checks, notes, drafts or similar other payments relating to or as proceeds of accounts receivable or other Collateral, to receive and hold such items in trust for, and as the sole and exclusive property of, the Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in hand to the Blocked Accounts. (b) On or before the Closing Date, each Credit Party shall cause each financial institution with which a Blocked Account has been established to enter into an agreement (a "BLOCKED ACCOUNT AGREEMENT") on terms satisfactory to the Agent, confirming that the amounts on deposit in such Blocked Account are the sole and exclusive property of the Agent, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which the contents of such Blocked Account are transferred, and that upon written notice from the Agent, such financial institution shall wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Agent, funds deposited in the Blocked Account on a daily basis as such funds are collected. (c) The Credit Parties agree to pay all reasonable fees, costs and expenses which the Credit Parties incur in connection with opening and maintaining a Blocked Account. All of such fees, costs and expenses which remain unpaid pursuant to any Blocked Account Agreement with the Credit Parties, to the extent same shall have been paid by the Agent hereunder, shall constitute Obligations hereunder, shall be payable to the Agent by the Credit Parties upon demand, and, until paid, shall bear interest at the highest rate then applicable to the Term Loans hereunder. All checks, drafts, instruments and other items of payment received by any Borrower Party or proceeds of Collateral delivered to the Agent in kind shall be endorsed by the requisite Credit Party, to the Agent, and, if that endorsement of any such item shall not be made for any reason, the Agent is hereby irrevocably authorized to endorse the same on such Credit Party's behalf. For the purpose of this Section 4.3(c), each Credit Party irrevocably hereby makes, constitutes and appoints the Agent (and all Persons designated by the Agent for that purpose) as such Credit Party's true and lawful attorney and agent-in-fact (i) to endorse such Credit Party's name upon said items of payment and/or proceeds of Collateral of the Credit Parties; (ii) to take control in any manner of any item of payment or proceeds thereof; (iii) to have access to any lock box or postal box into which any of the Credit Parties' mail is deposited; and (iv) open and process all mail addressed to any Credit Party and deposited into a Blocked Account promptly upon receipt thereof by such Borrower Partytherein.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Collateral Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties Parties, other than Excluded Deposit Accounts with individual balances of less than $1,000,000, are listed on Schedule 6.15 6.11 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Deposit Accounts or with the prior written consent of the Administrative Collateral Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the each Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Collateral Agent (which Activation Notice shall be given by the Administrative Collateral Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)continuing), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Collateral Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Collateral Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Collateral Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are is listed on Schedule 6.15 6.14 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”); provided, that, with respect to any deposit account or securities account opened or acquired by the Borrower Parties after the Agreement Date (other than any Excluded Deposit Account), the Borrower Parties shall have a period of forty-five (45) days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such opening or acquisition to execute and deliver any such required Blocked Account Agreement. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Excess Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 23,500,000 and (B) fifteen ten percent (1510%) of the amount of the Revolving Loan Commitment then outstanding Availability (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower Party.

Blocked Account Agreements. (a) Each deposit account and each securities account owned or maintained by the Borrower Parties any Grantor (other than an any Excluded Deposit AccountAccounts) shall within 60 days of the Assumption be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Collateral Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account of the Borrower Parties are listed on Schedule 6.15 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Accounts Deposit Accounts, or with the prior written consent of the Administrative Collateral Agent, each deposit account and each securities account maintained by any Borrower Party Grantor shall within 60 days of the Assumption be subject to a control agreement in form and substance satisfactory to the Administrative Collateral Agent and such bank or financial institution (each such account, a “Blocked Account”, and each such control agreement, a “Blocked Account Agreement”). Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Collateral Agent (which Activation Notice shall will be given by the Administrative Collateral Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)continuing), to forward immediately all amounts in each deposit account or securities account, as the case may be to the Administrative Collateral Agent per in accordance with its instructions instructions, and to commence the process of daily sweeps from such account to the Administrative Collateral Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party Grantor shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party Grantor shall hold the same as trustee for the Administrative Collateral Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party Grantor shall be deposited into a Blocked Account promptly upon receipt thereof by such Borrower PartyGrantor.

Blocked Account Agreements. On or before the Agreement Date, and at all times thereafter: (a) Each deposit account and securities account deposit, securities, investment or other bank accounts owned or maintained by the Borrower Parties into which proceeds of Collateral are deposited (other than an Excluded Deposit each a “Collateral Account”) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account and securities account all Collateral Accounts of the Borrower Parties are listed on Schedule 6.15 and such schedule designates which accounts are deposit accounts6.11 to the Disclosure Schedules. Except with respect to Excluded Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account Each Collateral Account maintained by any Borrower Party shall at all times be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”). Each such Blocked Account Agreement which shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice from the Administrative Agent (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 and (B) fifteen percent (15%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities account, as the case may be such Collateral Account to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent may not provide an Activation Notice unless an Event of Default has occurred and is continuing or a Dominion Event shall have occurred; provided, however, that if an Activation Notice was delivered by reason of the occurrence of a Dominion Event, the Administrative Agent shall, after the occurrence of a Reversion Event and only so long as no Event of Default is then continuing, send notices to the applicable Cash Management Banks which received an Activation Notice directing such Cash Management Bank to resume taking the applicable Borrower Party’s instructions with respect to such Blocked Accounts for which an Activation Notice was received (a “Reversion Notice”); provided further, however, that the Administrative Agent shall in no event be required to give more than five (5) Reversion Notices during the term of this Agreement. (b) The Borrower Parties shall take all reasonable steps to ensure that all of their trade and commercial Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”)Accounts. (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly (and in any event within one (1) Business Day of receipt thereof) deposit the same into a Blocked Account. All cash, cash equivalentsCash Equivalents, Short-Term Investments, checks, notes, drafts or similar items of payment constituting proceeds of Collateral received by any Borrower Party shall be deposited into a Blocked Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Party. (d) Except with the prior written consent of the Administrative Agent, no Borrower Party shall open or maintain any deposit, securities, investment or other bank account into which proceeds of Collateral are deposited unless the depository bank or financial institution for such account shall have entered into a Blocked Account Agreement in favor of the Administrative Agent within five (5) Business Days of opening any such account, with respect to such accounts opened after the Agreement Date.

Blocked Account Agreements. (a) Each deposit account and securities account owned or maintained by the Borrower Parties (other than an Excluded Deposit Account) shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Second Amendment Schedule Date, each deposit account and securities account of the Borrower Parties are is listed on Schedule 6.15 6.14 and such schedule designates which accounts are deposit accounts. Except with respect to Excluded Deposit Accounts or with the prior written consent of the Administrative Agent, each deposit account and securities account maintained by any Borrower Party shall be subject to a control agreement in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account Agreement”); provided, that, with respect to any deposit account or securities account (other than any Excluded Deposit Account) opened or acquired by the Borrower Parties (i) before the Second Amendment Schedule Date, to the extent such account is not already subject to a Blocked Account Control Agreement, the Borrower Parties shall have a period of one hundred twenty (120) days after the Second Amendment Schedule Date to execute and deliver any such required Blocked Account Agreement (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) and (ii) after the Second Amendment Schedule Date, the Borrower Parties shall have a period of one hundred-twenty (120) days (or such longer period as the Administrative Agent shall permit in writing in its sole discretion) after such opening or acquisition to execute and deliver any such required Blocked Account Agreement. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice may, or shall at the request of the Majority Lenders, be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Excess Availability for three (3) consecutive Business Days is less than the greater of (A) $26,250,000 23,500,000 and (B) fifteen ten percent (1510%) of the amount of the Revolving Loan Commitment then outstanding Availability (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each deposit account or securities accountaccount (other than any Excluded Deposit Account), as the case may be be, to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account accounts to the Administrative Agent. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Cash Management Banks. The Borrower Parties shall irrevocably instruct such Credit Card Processors to forward all items of payment owing to the Borrower Parties directly to a deposit account subject to a Blocked Account Agreement (a “Blocked Account”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the CollateralCollateral (other than any such remittances or proceeds permitted to be maintained in an Excluded Deposit Account), such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by any Borrower Party shall be deposited into a Blocked Account or, to the extent permitted hereunder, an Excluded Deposit Account, promptly upon receipt thereof by such Borrower Party.