Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. (a) Subject to clause (b) below, at all times during the term of this Agreement, Borrower and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), will direct all collections and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereof. (b) Within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties as of the Closing Date to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) of such account. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreement.

Blocked Accounts. (a) Subject to clause Borrower will, on or before the date that is thirty (b30) belowdays after the date of this Agreement, at all times establish and, during the term of this Agreement, Borrower maintain blocked accounts (the “Blocked Accounts”) with respect to all of Borrower’s principal deposit or other concentration accounts (including each such account identified as a deposit or concentration account on Schedule 7.15) with the financial institutions at which those accounts are maintained (each a “Blocked Account Bank”), and each of its Subsidiaries will maintain enter into a control agreement relating to the Blocked Accounts as required by Section 2.11 hereofwith the Borrower, and, within ninety (90) days after Lender and the Closing Date (or such longer period as agreed to by Lender in its sole discretion), will direct all collections and other Receipts to such applicable Blocked Accounts in accordance with Section 2.12 hereofAccount Bank. (b) Within ninety (90) days after After the Closing Date (occurrence and during the continuance of an Event of Default, Lender may send a notice of assignment or such longer period as agreed notice of security interest to by Lender in its sole discretion), each Loan Party will, any and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties as of the Closing Date to be subject to a Control Agreement in favor of LenderBorrower’s Account Debtors and, in form and substance reasonably satisfactory to Lenderthereafter, which provides that Lender shall have exclusive “Control” the sole right to collect the Accounts and Payment Intangibles (as those terms are defined in the UCC, as defined in the UCCGuarantee and Collateral Agreement) of such accountthe Borrower or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuation of an Event of Default, the Borrower and its Subsidiaries shall not, without prior written consent of Lender, grant any extension of time of payment of any Account or Payment Intangible, compromise or settle any Account or Payment Intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) Each Loan Party willThe Borrower hereby appoints Lender as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts or Payment Intangibles of the Borrower, (ii) sign the Borrower’s name on any invoice or xxxx of lading relating to any of the Accounts or Payment Intangibles of the Borrower, drafts against Account Debtors with respect to each deposit accountAccounts or Payment Intangibles of the Borrower, securities account assignments and commodity account verifications of Accounts or Payment Intangibles and notices to Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, (in each caseiii) send verification of Accounts of the Borrower, excluding those accounts which and (iv) notify the U.S. Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as Lender may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are Excluded Accounts) that such Loan Party at hereby ratified and approved, and said attorney or designee shall not be liable for any time opens, maintains acts of omission or acquires after the Closing Date, substantially contemporaneously with commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by such later time as agreed to by the Lender in its reasonable discretiona final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the openingObligations are paid in full and all of the Commitments are terminated. (d) Nothing herein contained shall be construed to constitute Lender as agent of the Borrower for any purpose whatsoever, creation and Lender shall not be responsible or acquisition liable for any shortage, discrepancy, damage, loss or destruction of such deposit accountany part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender shall not, securities account under any circumstance or commodity account in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 other than as a result of acts of omission or commission by Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to Lender and shall not be responsible in any way for the performance by the Borrower of any of the terms and conditions thereof. (e) If any Account or Payment Intangible of the Borrower includes a charge for any tax payable to any Governmental Authority, Lender is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’s account and to charge the Borrower therefor. The Borrower shall notify Lender if any Account or Payment Intangible of the Borrower includes any taxes due to any such deposit accountGovernmental Authority and, securities account in the absence of such notice, Lender shall have the right to retain the full proceeds of such Account or commodity account constituting an Excluded Payment Intangible and shall not be liable for any taxes that may be due by reason of such Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreementor Payment Intangible.

Blocked Accounts. (a) Subject to clause (b) belowThe Loan Parties shall, at all times during times, maintain cash management arrangements and procedures reasonably satisfactory to Agent. Each Loan Party hereby represents and warrants that all Deposit Accounts, Securities Accounts, Commodity Accounts, Futures Accounts and all other depositary and other accounts maintained by such Loan Party as of the term Closing Date are described in Section 3 of this Agreementthe Perfection Certificate, Borrower which description includes for each such account the name of the Loan Party maintaining the account, the name of the financial institution or intermediary at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party shall open any new post office box, Deposit Account, Securities Account, Commodity Account, Futures Account or any other depositary or other account without prior notice to Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or such other account. No Deposit Account or other account of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party will, at its Subsidiaries will maintain expense, establish (and revise from time to time as Agent may require) procedures acceptable to Agent, in Agent’s reasonable discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall include depositing all Collections received by such Loan Party into one or more Deposit Accounts of such Loan Party that is subject to a “springing” Blocked Accounts Account Agreement (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are continuously held in a Blocked Account. Each Loan Party agrees to execute, and to cause its depository banks, intermediaries and other account holders to execute “springing” Blocked Account Agreements or other control agreements and other documentation as required Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must, except as otherwise agreed in writing by Section 2.11 hereofthe Agent, and, within ninety be in place and in full force and effect not later than one hundred and twenty (90120) days after the Closing Date (or such longer period later date as agreed to by Lender the Agent may agree in its sole discretion)) with respect to accounts in existence on the date hereof or established within such 120-day post-closing period, will direct all collections and other Receipts or prior to any such account being opened with respect to any such account opened thereafter, in each case excluding Restricted Accounts. With respect to Blocked Accounts in accordance with Section 2.12 hereof. and any other accounts subject to “springing” control agreements, the Agent shall not deliver to the relevant depository, securities intermediary or commodities (bor futures) Within ninety intermediary a notice or other instruction which provides for exclusive control over such account by the Agent unless an Event of Default has occurred and is continuing. Not later than one hundred and twenty (90120) days after the Closing Date (or such longer period later date as agreed to by Lender the Agent may agree in its sole discretion), Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything to the contrary contained herein, any proceeds or other amounts received by the Loan Party willParties from, and will cause each or on account of, the disposition of, or casualty or losses of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which Collateral that are Excluded Accounts) held permitted to be reinvested by the Loan Parties as of provided in Section 2.6(b)(i) or (ii) shall, at all times prior to the Closing Date to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) application of such accountamounts to the Loans or such reinvestment, be held in a Deposit Account maintained by Agent. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreement.

Blocked Accounts. (a) Subject to clause (b) below, at Each Loan Party Obligor hereby represents and warrants that all times during the term of this Agreement, Borrower Deposit Accounts and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), will direct all collections other depositary and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereof. (b) Within ninety (90) days after the Closing Date (or such longer period as agreed to accounts maintained by Lender in its sole discretion), each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties Obligor as of the Closing Date to be subject to a Control Agreement are described in favor Section 3 of Lender, in form and substance reasonably satisfactory to Lenderthe Disclosure Schedule, which provides that Lender shall have exclusive “Control” (as defined in description includes for each such account the UCC) name of the Loan Party Obligor maintaining such account, the name, of the financial institution at which such account is maintained, the account number, and the purpose of such account. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after . After the Closing Date, substantially contemporaneously with no Loan Party Obligor shall open any new Deposit Accounts or any other depositary or other accounts without the prior written consent of Lender and without updating Section 3 of the Disclosure Schedule to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Disclosure Schedule as being a Restricted Account (or and each Loan Party Obligor hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Lender may require in its Permitted Discretion) procedures acceptable to Lender, in Lender’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall include depositing all Collections received by such later time Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as agreed to by which Lender has exclusive access) or, at Lender’s option, in the name of Lender in its reasonable discretion(each, a “Blocked Account”), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such Control Agreement shall cause the depository bank that maintains manner, and with such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity accountfrequency, as applicableprovided in the Cash Management Order, . Each Loan Party Obligor agrees to agree execute, and to comply at any time with instructions from the cause its depository banks and other account holders to execute, such Blocked Account control agreements and other documentation as Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds shall require from time to time credited in connection with the foregoing, all in form and substance acceptable to Lender, and in any event such deposit accountarrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit prior to any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject being opened with respect to any such account opened after the date hereof, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a Control Agreementcomplete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.

Blocked Accounts. Borrower (aor Servicer on its behalf) Subject shall ensure that all collections of Receivables and the proceeds of all other Collateral are deposited into the Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to clause (b) belowthe Blocked Account Agreement or otherwise, at that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all times during funds received or deposited into the term Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this AgreementSection 3.9, such credit balance shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or a Lockbox with a bank acceptable to Lender and to execute with such longer period as agreed bank a Lockbox Agreement acceptable to by Lender in its sole discretion). Thereafter, will direct Borrower shall ensure that all collections and of Receivables with the proceeds of other Receipts to such Blocked Accounts in accordance with Section 2.12 hereof. (b) Within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which Collateral are Excluded Accounts) held paid directly by the Loan Parties as Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Closing Date Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be subject held in trust for the Collateral Agent for the benefit of Lender and to a Control Agreement in favor be deposited within one (1) Business Day of Lenderreceipt thereof, in the form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) of such account. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicablereceived, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary Lockbox or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control AgreementBlocked Account.

Blocked Accounts. (a) a. Subject to clause (b) below, at all times during the term of this Agreement, Borrower and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), will direct all collections and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereof. (b) a. Within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties as of the Closing Date to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) of such account. (c) a. Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreement.

Blocked Accounts. (a) Subject to clause (b) below, at all times Following the occurrence and during the term continuance of any DCL Payment Failure (other than a DCL Other Payment Failure that is a Good Faith Contested Payment), Guarantee Fees, Reinsurance Proceeds, subrogation recoveries, reimbursement recoveries and any other amounts payable by any party to DCL under this Agreement, Borrower Agreement or any other Separation Document or the MTN Business Transaction Documents (other than the FSA Global Swaps and each of its Subsidiaries the Cypress Swaps) will maintain Blocked Accounts as required be deposited by Section 2.11 hereof, and, within ninety (90) days after the Closing Date such party (or by DCL if such longer period as agreed party fails to so deposit such amounts) into the Cash Trapping Account; provided that amounts owed by Lender in its sole discretion), an FSA Party under Sections 2.2(a) and 2.2(c) will direct all collections be paid directly to DCL and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereofnot deposited into the Cash Trapping Account unless a DCL Guaranty Payment Failure has occurred and is continuing. (b) Within ninety Any amounts on deposit in the Cash Trapping Account will be applied by FSA in the following order of priority: (90first) days after to the Closing Date relevant FSA Party, in satisfaction of amounts due and payable to such FSA Party in respect of any DCL Guaranty Payment Failures, (or second) to DCL, in satisfaction of amounts due and payable by such longer period as agreed FSA Party under Sections 2.2(a) and 2.2(c) and (third) to the FSA Parties, in satisfaction of any other amounts due and payable to the FSA Parties under this Agreement and any other Separation Document (other than a DCL Other Payment Failure that is a Good Faith Contested Payment). After all amounts required to be paid by Lender in its sole discretionDCL to FSA have been paid (and any required DCL Collateral has been posted to the Collateral Posting Account), each Loan Party willand no other DCL Default or DCL Event of Default has occurred and is continuing, all amounts payable to DCL under the Separation Documents shall be paid directly to DCL and will cause each of its Subsidiaries to, cause all commodity accounts, shall not be deposited into the Cash Trapping Account. Any amounts on deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held the Collateral Posting Account may be applied by the Loan Parties as of the Closing Date applicable FSA Party only in accordance with Section 5.3(b) to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) of such accountsatisfy DCL Guaranty Payment Failures. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after For the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion)avoidance of doubt, the openingdeposit of any DCL Collateral into a Blocked Account shall not relieve FSA Global, creation Premier, Cypress or acquisition DCL of such deposit accountany of their respective obligations to make timely payments in accordance with the terms of this Agreement, securities account the FSA Global DCL Guarantees, the Indemnification Agreement, the Insurance and Indemnity Agreements or commodity account any other Separation Document. (d) DCL hereby grants a first priority security interest to the FSA Parties in each caseall of DCL’s right, excluding those accounts which are Excluded Accounts), enter title and interest in the DCL Collateral (a) in the case of the DCL Collateral deposited into any Control Agreement in form and substance satisfactory or otherwise credited to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicableCollateral Posting Account, to agree secure DCL’s obligation to comply at satisfy any time with instructions from DCL Guaranty Payment Failure under the Lender to such depository bank, securities intermediary FSA Global DCL Guarantees and (b) in the case of the DCL Collateral deposited into or commodities intermediary directing the disposition of funds from time to time otherwise credited to such deposit accountthe Cash Trapping Account, securities account to secure DCL’s obligation to pay the amounts described in Section 2.11(b). DCL shall take reasonable actions deemed necessary or commodity account, without further consent desirable by any FSA Party or that are required by applicable law to continue the FSA Parties’ first priority perfected security interest in the DCL Collateral. The FSA Parties shall have the rights and remedies of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from a secured party under the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control AgreementUCC.

Blocked Accounts. (a) Subject to clause (b) below, at all times during Each Blocked Account must be maintained with the term of this Agreement, Borrower and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), will direct all collections and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereofSenior Agent. (b) Within ninety Each Blocked Account will bear interest at the Senior Agent’s prevailing rates (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretionif applicable), each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties as of the Closing Date to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the UCC) of such account. (c) Each Loan Transaction Party willhereby irrevocably authorises the Security Trustee and the Senior Agent to make all transfers and withdrawals from each Blocked Account to the extent to which those transfers and withdrawals are contemplated in any Senior Finance Document. (d) Each Transaction Party, for consideration received, severally appoints and authorises each of the Security Trustee and the Senior Agent and each director, secretary or other officer (as defined in the Corporations Law) of the Security Trustee and the Senior Agent its attorney, in their respective names and on their respective behalf to do all things and execute, sign, seal and deliver (conditionally or unconditionally in the attorney’s discretion) all documents, deeds and instruments necessary or desirable for the operation of each Blocked Account in accordance with the Senior Finance Document. This power may be delegated or a sub-power may be given, and any delegate or sub-attorney may be removed by the attorney appointing it. (e) Despite the other provisions of this agreement, neither the Security Trustee nor the Senior Agent will be required to transfer and/or withdraw from a Blocked Account on any date amounts which, in aggregate, exceed the balance of the Blocked Account at that time. (f) At any time while an Event of Default subsists, the Security Trustee may make transfers and/or withdrawals from the Blocked Accounts as it determines and each Transaction Party irrevocably authorises the Security Trustee to make transfers and/or withdrawals and give such directions as the Security Trustee thinks fit in respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party of the Blocked Accounts at any time opens, maintains while an Event of Default subsists. (g) The Transaction Parties must ensure that only Authorised Officers or acquires after attorneys of the Closing Date, substantially contemporaneously with Senior Agent are nominated as signatories to the Blocked Accounts. (or by such later time as agreed h) Neither the Security Trustee nor the Senior Agent is under any obligation to by the Lender take any action in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject relation to a Control AgreementBlocked Account which in the sole discretion of the Security Trustee or the Senior Agent may be contrary to any law or any Senior Finance Document. (i) Neither the Security Trustee nor the Senior Agent has any duties in relation to the Blocked Accounts except as specified in this agreement. In that regard, neither the Security Trustee nor the Senior Agent will be liable for any error in judgment or any mistake of fact or law, except for its own fraud, gross negligence or wilful default.

Blocked Accounts. (aA) Subject Borrower shall establish and maintain deposit accounts at a bank or banks acceptable to clause Lender, which accounts shall be subject to deposit account control agreements with and acceptable to Lender (beach such account, a “Blocked Finance Account”). Borrower shall instruct all Financed Account Debtors to make all payments on related Financed Accounts into a Blocked Finance Account. All collections of Financed Accounts which may nevertheless be directly received at any time by Borrower shall be held in trust for the benefit of Lender and deposited into a Blocked Finance Account immediately upon receipt by Borrower. All payments received with respect to a Financed Account in the Blocked Financed Account shall be applied by Lender to repay outstanding Revolving Loans, if any, made to purchase Inventory that gave rise to such Financed Account and the excess, if any, shall (i) belowprior to the occurrence of any Event of Default, be transferred promptly by or at all times during the term direction of this Agreement, Borrower and each of its Subsidiaries will maintain Lender to the Blocked Accounts as required by Section 2.11 hereof, and, within ninety Operating Account or (90ii) days after the Closing Date (or such longer period as agreed to occurrence of any Event of Default, be applied by Lender to the Obligations in its Lender’s sole discretion), will direct all collections and other Receipts . Borrower shall not have any right of access to such or withdrawal from any Blocked Accounts in accordance with Section 2.12 hereofFinance Account. (bB) Within ninety (90) days after the Closing Date (or such longer period as agreed Borrower shall establish and maintain a deposit account at a bank acceptable to by Lender in its sole discretion)Lender, each Loan Party will, and will cause each of its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are Excluded Accounts) held by the Loan Parties as of the Closing Date to account shall be subject to a Control Agreement in favor deposit account control agreement with and acceptable to Lender (such account, a “Blocked Operating Account” and, together with the Blocked Finance Accounts, the “Blocked Accounts”). Borrower and Lender agree that prior to the occurrence of Lenderany Event of Default, in form Borrower shall have the right of access to and substance reasonably satisfactory to Lender, which provides that withdrawal from the Blocked Operating Account and after the occurrence of any Event of Default Lender shall have exclusive “Control” (as defined in the UCC) right to provide notice to the related bank to follow only the instructions of such account. (c) Each Loan Party will, Lender with respect to each the Blocked Operating Account and the funds on deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and substance satisfactory to Lender, pursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lender to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreementtherein.