Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. At Lender's request, any checks, notes, drafts or any other payment upon and/or proceeds of the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At Upon the occurrence of a Default or an Event of Default, at Lender's request, any checks, notes, drafts or any other payment upon and/or proceeds of the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At Lender's requestAll proceeds of Collateral shall, at the direction of the Administrative Agent, be deposited by the Loan Parties into a lock box account, dominion account or such other "blocked account" ("Blocked Accounts") with PNC or another bank reasonably acceptable to the Administrative Agent, that enters into a Lock Box Agreement with the Administrative Agent in form and substance acceptable to the Administrative Agent. Each Loan Party shall issue to the institution with which the Blocked Accounts are maintained an irrevocable letter of instruction directing said bank to transfer such funds so deposited in accordance with a notice from the Administrative Agent to the Administrative Agent, either to any account maintained by the Administrative Agent at said bank or by wire transfer to appropriate account(s) of the Administrative Agent. All funds deposited in such Blocked Accounts shall immediately become the property of the Administrative Agent and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited (except any rights of PNC as a Lender hereunder). Neither the Administrative Agent, the Collateral Agent nor any Lender assumes any responsibility for such "blocked account" arrangement, including without limitation, any checksclaim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, notes, drafts or any other payment upon and/or proceeds the Administrative Agent may establish depository accounts (the "Depository Accounts") in the name of the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account Administrative Agent at a bank or banks for the deposit of such payments, made arrangements for such deposits funds and the Loan Parties shall deposit all proceeds of Collateral or cause same to be transferred deposited, in kind, in such Depository Accounts in lieu of depositing same to Lender daily and thereafter established a lock-box arrangement or otherwisethe Blocked Accounts. Borrower shall (i) deposit or cause all Items, as defined below, to be deposited All funds in the special account so established by Lender Blocked Accounts or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower Depository Accounts shall be transferred daily to the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment Administrative Agent to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bankoutstanding Revolving Loans which are ABR Loans, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything applied to the contrary hereinObligations as they become due. Any funds remaining after such application may be transferred, if all ABR Loans and all other Obligations then due have been paid in full, to the Investment Account to be held as Cash Collateral hereunder and applied to the Obligations as they become due. From time to time the Administrative Agent shall, upon the request of the Borrowing Agent, transfer funds from the Investment Account to Borrower's operating account, but Borrowers may not make investments in Permitted Investments other than those held in the Investment Account unless no Revolving Loans are outstanding and, after any transfer of funds from the Investment Account, Undrawn Availability is at least $10,000,000 or such items of payment shall be deemed not received if lesser amount to which the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoeverAdministrative Agent otherwise consents.

Blocked Accounts. At Upon the occurrence of a Default or an Event of Default, at Lender's request, any checks, notes, drafts or any other payment upon and/or proceeds of the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 2.8 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 2.8 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At (a) On or before the Closing Date, Borrowers shall establish and thereafter maintain one or more Deposit Accounts of Borrowers with the Bank as blocked accounts {""Blocked Accounts'" or a ""Blocked Account") pursuant to an agreement (collectively, ""Blocked Account Agreements" or a ""Blocked Account Agreement") with the Bank (collectively, ""Blocked Account Banks" or a ""Blocked Account Bank") into which Borrowers shall remit and deposit payments on Receivables and other proceeds of Collateral. All amounts on deposit in the Blocked Account shall be held in the Blocked Account and applied in accordance with this Agreement. Unless otherwise agreed to by Lender's request, each Blocked Account Bank shall acknowledge and agree pursuant to its respective Blocked Account Agreement that all payments and deposits made to its Blocked Account are Collateral for the Obligations under this Agreement; that such Blocked Account Bank has no right to set off against its Blocked Account except as expressly provided in its Blocked Account Agreement. Each Borrower agrees that all payments, whether by cash, check, wire transfer or other instruments of deposit in the Blocked Account shall be treated as Collateral for the Obligations under this Agreement, and that Borrowers shall not have any checksright to withdraw any funds from such Account. Borrowers shall not modify in any respect, noteswithout the prior written consent of Lender, drafts the Blocked Account Agreement or any other arrangement relating to any Blocked Account. Unless otherwise expressly permitted in a Blocked Account Agreement, Lender shall have no responsibility for the maintenance of any Blocked Account Agreement, including the payment upon and/or proceeds of any fees thereunder. (b) the Borrowers agree, as soon as practicable and in any event within thirty (30) days of the Collateral received by Borrower (or any subsidiariesClosing Date, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined below, payments of Receivables and other Collateral to be deposited in in, and remitted exclusively to, the special account so established Blocked Accounts at the Bank and to use any other accounts maintained by Lender or transfer all Items the Borrowers solely to Lender for application on account make disbursements of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of Advances made by the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At Upon the occurrence of a Default or an Event of Default, at Lender's request, any checks, notes, drafts or any other payment upon and/or proceeds of the Collateral received rec ed by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items"') by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by BorrowerBon-owner; provided, however, that no such Item item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At Lender's requestBorrower shall establish and maintain lockbox, any checks, notes, drafts dominion or any other payment upon and/or proceeds of the Collateral received by Borrower “blocked accounts” (“Blocked Accounts”) at a bank or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered banks acceptable to Lender, at Lender's address set forth above, for application on account of the Indebtedness and which accounts shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established subject to a depository deposit account at a bank for the deposit of such payments, made arrangements for such deposits control agreement with and acceptable to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwiseLender. Borrower shall (i) deposit or cause instruct all ItemsAccount Debtors to make all payments from time to time on Accounts with respect to ores extracted from time to time from the Mines, as defined belowwell as payments on any other Collateral, into the Blocked Accounts. All collections of such Accounts and proceeds of other Collateral which may nevertheless be directly received at any time by Borrower, shall be held in trust for the benefit of Lender and deposited into the Blocked Accounts immediately upon receipt by Borrower. Borrower shall not have any right of access to be deposited or withdrawal from any Blocked Account. Funds in the special account so established by Blocked Accounts constitute cash collateral which Lender or transfer all Items may, IN ITS DISCRETION, release to Borrower under such procedures and conditions as Lender may establish from time to time (including, without limitation, the requirement that Borrower submit a written request for application on account the release of the Indebtedness and to be reflected cash collateral hereunder (“Release Request”) in the Statement form of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks Exhibit B attached hereto itemizing the expenditures or other items uses Borrower intends to make with such cash collateral) or in Lender’s discretion, apply to the Obligations. No release of payment and deposit slips related thereto, together with a collection report in a form satisfactory such cash collateral at any time shall create any duty or obligation on Lender’s part to Lender. All continue to release cash payments, checks, drafts, or similar items of payment upon and/or proceeds of collateral for the Receivables (collectively "Items") by same purposes or for the account of Borrower shall be the sole any purpose whatsoever. The foregoing Blocked Account and exclusive property of Lender immediately upon the earlier of the receipt instructions to obligors on its Accounts with respect to payment of such Items by Lender or Accounts into the receipt of such Items by Borrower; provided, however, that no such Item received by Lender Blocked Account shall constitute payment to Lender and be applied to reduce the Indebtedness remain in effect until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoeverObligations are paid in full.

Blocked Accounts. At Lender's request(a) After the occurrence and during the continuance of an Event of Default, the Lender may send a notice of assignment or notice of security interest to any checksand all of the Borrower’s Account Debtors and, notesthereafter, drafts the Lender shall have the sole right to collect the Accounts and Payment Intangibles (as that term is defined in the UCC, as defined in the Guarantee and Collateral Agreement) of the Borrower or any other payment upon and/or proceeds take possession of the Collateral received by 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 the Lender, grant any extension of time of payment of any Account or Payment Intangible, compromise or settle any subsidiariesAccounts or Payment Intangible for less than the full amount thereof, divisionsrelease, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for in whole or in concert with Borrower)part, shall no later than any Person or property liable for the next Business Day following receipt payment thereof, be delivered or allow any credit or discount whatsoever thereon. (b) The Borrower hereby appoints Lender as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Itemsendorse the Borrower’s name upon any notes, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash paymentsacceptances, checks, drafts, money orders or similar items other evidences of payment upon and/or proceeds relating to the Accounts or Payment Intangibles of the Receivables Borrower, (collectively "Items"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 Accounts or Payment Intangibles of the Borrower, assignments and verifications of Accounts or Payment Intangibles and notices to Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, (iii) send verification of Accounts of the Borrower, 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 hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a 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 account Obligations are paid in full and all of Borrower the Commitments are terminated. (c) Nothing herein contained shall be the sole and exclusive property of construed to constitute Lender immediately upon the earlier as agent of the receipt of such Items by Lender or the receipt of such Items by Borrower; providedBorrower for any purpose whatsoever, however, that no such Item received by and Lender shall constitute not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any 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, under any circumstance or 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 (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The 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 applied responsible in any way for the performance by the Borrower of any of the terms and conditions thereof. (d) If any Account or Payment Intangible of the Borrower includes a charge for any tax payable to reduce any governmental agency or authority, Lender is hereby authorized (but in no event obligated) in its discretion to pay the Indebtedness until amount thereof to the later of: (i) three (3) Business Days from collection 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 governmental agency or authority and, in the absence of such Item by Lender's depository banknotice, Lender shall have the right to retain the full proceeds of such Account or (ii) such Item being actually collected by Lender's depository bank Payment Intangible and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall not be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account liable for any taxes that may be due by reason whatsoeverof such Account or Payment Intangible.

Blocked Accounts. At Lenderthe request of the Agent which may be made upon the occurrence and during the continuance of an Event of Default, the Borrower shall establish blocked account arrangements and depository accounts (collectively, the "Blocked Accounts") with such depository institutions that receive payments or remittances with respect to the Borrower's or any Subsidiary's Accounts, or such other depository institutions as the Agent may determine, pursuant to blocked account agreements and subject to irrevocable instructions in form and substance satisfactory to the Agent, and in which the Borrower shall immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including, without limitation, remittances with respect to the Borrower's or any Subsidiary's Accounts) in the identical form in which such payment is made, whether by cash, check or otherwise, duly endorsed for collection, if necessary. Pursuant to the aforementioned irrevocable instructions and blocked account agreements, all amounts held or deposited in the Blocked Accounts, upon collection of good funds in such Blocked Accounts, shall be wire transferred (or, at the Agent's election, transferred via ACH) to the Agent at its Payment Office as Agent may specify in writing and, upon becoming available funds, shall be applied first to pay any Obligations (other than principal or interest on the Loans) then due and payable and second to reduce the then outstanding principal balance of Swingline Loans and Revolving Loans pursuant to Section 4.01. If at any time the then outstanding balance of Swingline Loans and Revolving Loans shall be zero and no other Obligations are then due and payable, the Agent shall, on the Business Day following the Borrower's request, pay over to the Borrower amounts received by the Agent from the Blocked Accounts constituting available funds in excess of Obligations then due and payable (provided, that if a Default or an Event of Default shall have occurred and then be continuing, such amounts shall also be in excess of all Letter of Credit Outstandings and other outstanding Obligations, whether or not then due and payable). Subject to the foregoing, the Borrower hereby agrees and each depository institution shall, at the Agent's request, acknowledge that all payments received by the Agent or any Lender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent or any Lender and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Agent and the Lenders and such depository institution has no right of setoff against the Blocked Accounts. The Borrower, and any Affiliates and any employees, agents or other Persons acting for or in concert with the Borrower or any Affiliates, shall, acting as trustee for the Agent and the Lenders, receive, as the sole and exclusive property of the Lenders, any monies, checks, notes, drafts or any other payment upon payments relating to and/or proceeds of Accounts or other Collateral which come into the Collateral received by possession or under the control of the Borrower (or any subsidiariesAffiliates, divisions, affiliates, proprietorships, shareholders, directors, officers, or any employees, agents or those persons other Persons acting for or in concert with Borrower)the Borrower or any Affiliate, shall no later than the next Business Day following and immediately upon receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and Borrower or such Persons shall be reflected in deposit the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for same or cause the deposit of such payments, made arrangements for such deposits same to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Itemsdeposited, as defined belowin kind, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoeverBlocked Account.

Blocked Accounts. At Upon the occurrence of a Default or an Event of Default, at Lender's request, any checks, notes, drafts or any other payment upon and/or proceeds of the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons Persons acting for or in concert with Borrower), shall no later than the next Business Day following receipt thereof, be delivered to Lender, at Lender's address set forth aboveabove or to such other address or account as Lender may direct, for application on account of the Indebtedness in accordance with Section 2.18 and shall be reflected in the Statement of Account as provided in Section 2.9 2.17 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily or to an account maintained by Lender at the Backup Servicer or otherwise). From and thereafter established after the establishment of a lock-box arrangement or otherwise. other arrangement, Borrower shall (i) deposit or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of in accordance with Section 2.18 and to the Indebtedness Outstanding Facility Amount and to be reflected in the Statement of Account as provided in Section 2.9 herein 2.17 and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All Upon the occurrence of a Default or an Event of Default, all cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables Accounts (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness Outstanding Facility Amount until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoever.

Blocked Accounts. At Lender's requestBorrower (or Servicer on its behalf) 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 Blocked Account Agreement shall provide that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any checksItems from time to time on deposit therein, notesand that automatically, drafts on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the 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 other payment upon and/or 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 Section 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 maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower (or any subsidiariesRelated Party, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting Borrower shall cause such collections and proceeds to be held in trust for or in concert with Borrower), shall no later than the next Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day following of receipt thereof, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Items, as defined belowform received, to be deposited in the special account so established by Lender Lockbox or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment to Lender and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, or (ii) such Item being actually collected by Lender's depository bank and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoeverBlocked Account.

Blocked Accounts. At Lender's request(a) From an after the date that is 30 days after the Closing Date and thereafter during the term of this Agreement, maintain blocked accounts (the “Blocked Accounts”), and cause each of the Subsidiaries to so establish and maintain, with respect to all their 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 enter into a control agreement relating to the Blocked Accounts with Lender and the applicable Blocked Account Bank. (b) After the occurrence and during the continuance of an Event of Default, Lender may send a notice of assignment or notice of security interest to any checksand all of the Account Debtors and, notesthereafter, drafts Lender shall have the sole right to collect the Accounts and Payment Intangibles (as those terms are defined in the UCC, as defined in the Guarantee and Collateral Agreement) of the applicable Loan Parties or any other payment upon and/or proceeds take possession of the Collateral received by and the books and records relating thereto. After the occurrence and during the continuation of an Event of Default, Borrower, Co-Borrower (and the 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 subsidiariesAccount or Payment Intangible for less than the full amount thereof, divisionsrelease, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for in whole or in concert with Borrower)part, shall no later than any Person or property liable for the next Business Day following receipt payment thereof, be delivered or allow any credit or discount whatsoever thereon. (c) Borrower and Co-Borrower hereby appoints Lender as attorney-in-fact with power exercisable during the continuance of an Event of Default to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall be reflected in the Statement of Account as provided in Section 2.9 herein, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit or cause all Itemsendorse its name upon any notes, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash paymentsacceptances, checks, drafts, money orders or similar items other evidences of payment upon and/or proceeds relating to the Accounts or Payment Intangibles, (ii) sign its name on any invoice or xxxx of lading relating to any of its Accounts or Payment Intangibles, drafts against Account Debtors with respect to its Accounts or Payment Intangibles, assignments and verifications of Accounts or Payment Intangibles and notices to Account Debtors with respect to its Accounts or Payment Intangibles, (iii) send verification of its Accounts, and (iv) notify the U.S. Postal Service authorities to change the address for delivery of mail addressed to it 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 hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a 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 Receivables Obligations are Paid in Full and all of the Commitments are terminated. (collectively "Items"d) Nothing herein contained shall be construed to constitute Lender as agent of Borrower or Co-Borrower for any purpose whatsoever, and Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any 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, under any circumstance or 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 Loan Parties or any instrument received in payment thereof or for the account any damage resulting therefrom (other than as a result of Borrower shall be the sole and exclusive property acts of omission or commission by Lender immediately upon the earlier 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 receipt of such Items by Lender obligations under any contract or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment agreement assigned to Lender and shall not be applied responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account or Payment Intangible of any Loan Party includes a charge for any tax payable to reduce any Governmental Authority, Lender is hereby authorized (but in no event obligated) in its discretion to pay the Indebtedness until amount thereof to the later of: (i) three (3) Business Days from collection proper taxing authority for Borrower’s account and to charge Borrower therefor. Borrower shall notify Lender if any Account or Payment Intangible of any Loan Party includes any taxes due to any such Governmental Authority and, in the absence of such Item by Lender's depository banknotice, Lender shall have the right to retain the full proceeds of such Account or (ii) such Item being actually collected by Lender's depository bank Payment Intangible and such collection being credited to Lender's account. Notwithstanding anything to the contrary herein, all such items of payment shall not be deemed not received if the same is subsequently dishonored or not duly credited to Lender's depository account liable for any taxes that may be due by reason whatsoeverof such Account or Payment Intangible.

Blocked Accounts. At Lender's requestOn or prior to the Effective Date, the Borrower shall have established and at all times thereafter shall maintain a General Account at one or more Blocked Account Banks and shall promptly deposit, and shall cause each of its Subsidiaries promptly to deposit, all Collections of the Borrower or any of its Subsidiaries from any source into such General Account. On or prior to the Effective Date, the Borrower, the Collateral Agent and each Blocked Account Bank shall have entered into and delivered a Blocked Account Agreement with respect to the General Account. Neither the Blocked Account Agreement nor the arrangements contemplated thereby shall be modified by the Borrower or any of its Subsidiaries without the prior written consent of the Collateral Agent. On or prior to the Effective Date, the Borrower shall have directed all of its Account Debtors to remit all payments in respect of an Account to be deposited directly into the General Account. All Collections (including checks, drafts, notes, drafts money orders, acceptances, cash and other evidences of Indebtedness) received directly by the Borrower from any Account Debtor or any other payment upon and/or source, whether as proceeds from Accounts, or as proceeds of any other Collateral, or otherwise, shall be received and held by the Borrower in trust for the Collateral received by Borrower (or any subsidiaries, divisions, affiliates, proprietorships, shareholders, directors, officers, employees, agents or those persons acting for or Agent and deposited in concert with Borrower), shall original form and no later than the next Business Day following after receipt thereofthereof into the General Account. The Borrower shall not, be delivered to Lender, at Lender's address set forth above, for application on account of the Indebtedness and shall not permit any of its Subsidiaries to, commingle Collections with the proceeds of any Loan. The Borrower shall be reflected entitled to have the funds on deposit in the Statement of General Account as provided in Section 2.9 hereinat the Blocked Account Bank released to it, until such time as Lender has established a depository account at a bank for the deposit of such payments, made arrangements for such deposits to be transferred to Lender daily and thereafter established a lock-box arrangement or otherwise. Borrower shall (i) deposit a Default or cause all Items, as defined below, to be deposited in the special account so established by Lender or transfer all Items to Lender for application on account an Event of the Indebtedness and to be reflected in the Statement of Account as provided in Section 2.9 herein and (ii) maintain copies of all checks or other items of payment and deposit slips related thereto, together with a collection report in a form satisfactory to Lender. All cash payments, checks, drafts, or similar items of payment upon and/or proceeds of the Receivables (collectively "Items") by or for the account of Borrower Default shall be the sole and exclusive property of Lender immediately upon the earlier of the receipt of such Items by Lender or the receipt of such Items by Borrower; provided, however, that no such Item received by Lender shall constitute payment to Lender have occurred and be applied to reduce the Indebtedness until the later of: (i) three (3) Business Days from collection of such Item by Lender's depository bank, continuing or (ii) such Item the aggregate amount of cash, Cash Equivalents and Availability is below $500,000 (the occurrence of the event specified in clause (i) or clause (ii) being actually collected by Lender's depository bank referred to as a "TERMINATION OCCURRENCE"). Upon the occurrence of a Termination Occurrence, the Collateral Agent may send to each Blocked Account Bank Instructions and such collection being credited to Lender's account. Notwithstanding anything the Borrower shall not have any rights with respect to the contrary hereinwithdrawal, transfer or disbursement of funds from any of the Blocked Accounts until such time, if any, as new Instructions are delivered to the related Blocked Account Bank; and, if so instructed by the Collateral Agent, the related Blocked Account Bank will transfer on each Business Day all such items available funds on deposit in each of payment the Blocked Accounts in immediately available funds to the account or accounts designated by the Collateral Agent or as otherwise designated in writing from time to time by the Collateral Agent. In the event that the Default or the Event of Default has been cured or waived in writing or the aggregate amount of cash, Cash Equivalents and Availability exceeds $500,000 for at least thirty days, the Collateral Agent shall send to the related Blocked Account Bank new Instructions and the funds on deposit in the Blocked Accounts at the Blocked Account Bank shall be deemed not received if released to the same is subsequently dishonored or not duly credited to Lender's depository account for any reason whatsoeverBorrower.