Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. (a) On or before the date that is fifteen (15) days following the Closing Date, Borrowers shall establish one or more Blocked Accounts and shall at all times thereafter cause all payments, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereof.

Blocked Accounts. (a) On The Seller shall establish on or before the date that is fifteen (15) days following prior to the Closing Date, Borrowers shall establish one or more Blocked Accounts Date and shall at maintain a segregated account (the “Collection Account”), with a Blocked Account Bank pursuant to a Blocked Account Agreement, which account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Administrative Agent, on behalf of the Secured Parties. The Administrative Agent shall have exclusive dominion and control over the Collection Account and all times thereafter cause all paymentsmonies, depositsinstruments and other property from time to time on deposit in the Collection Account; provided, moneyhowever, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrowerthat the Administrative Agent hereby agrees that it will not terminate, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrowerassert its control, or give any other Person acting notices with respect to the Collection Account without the prior written consent of the Insurer if at such time the Insurer is the Control Party (it being understood that the Administrative Agent shall, prior to taking any of the foregoing actions at the direction of the Insurer, if the Insurer is the Control Party, be first indemnified, in accordance with Section 10.4, to its satisfaction by the Control Party for or in concert with a Borrower any such action taken). The Servicer shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) daily to the Collection Account, all Collections within five (5) Business Days (i) after deposit thereof into either of the Raytheon Aircraft and Affiliated Companies Account or the RACC Intrust Bank Account and (ii) in kind to the case of Collections otherwise received by any Raytheon Entity or any Affiliate of a Blocked AccountRaytheon Entity, after identification by the Servicer of such funds as Collections. The financial institution with which a Servicer shall cause the applicable Blocked Account is established shall acknowledge and agree, in a manner satisfactory Bank to Lender, that the amounts invest funds on deposit in the Collection Account in Eligible Investments maturing not later than the Business Day preceding the next Settlement Date. Earnings on such Blocked Eligible Investments shall be held in the Collection Account until such amounts are to be paid and applied in accordance with and subject to the sole priorities for payment set forth in Section 2.12. On each Settlement Date, all funds on deposit in the Collection Account (other than Advance Payments not then due and exclusive property of Lenderpayable as identified in the related Monthly Servicer Report) shall be applied as Collections in accordance with and subject to the priorities for payment set forth in Section 2.12. On the Final Payout Date, that such financial institution will follow any funds remaining on deposit in the instructions of Lender Collection Account shall be distributed in accordance with respect and subject to disposition of funds the priorities for payment set forth in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedSection 2.12. (b) Each Borrower The Seller shall establish on or prior to the Closing Date and shall maintain segregated Lockbox Accounts (each, a “Lockbox Account”), with a Blocked Account Bank pursuant to a Blocked Account Agreement, which accounts shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Administrative Agent, on behalf of the Secured Parties. The Administrative Agent shall have exclusive dominion and control over each Lockbox Account and all monies, instruments and other property from time to time on deposit therein; provided, however, that the Administrative Agent hereby agrees that it will not terminate, assert its control, or give any notices with respect to any Lockbox Account without the prior written consent of the Insurer if at such time the Insurer is the Control Party. The Servicer shall remit (or cause to be remitted) daily to the Collection Account all payments made to such Collections received in any Lockbox Account. Funds on deposit in a Lockbox Account shall not be invested by the applicable Blocked Account or otherwise received by Lender will Bank, but rather shall be applied on account of held in the Obligations in Lockbox Account until such order and at such times as Lender shall determine its sole discretionamounts are deposited into the Collection Account. (c) Each Borrower agrees The Seller shall establish on or prior to pay the Closing Date and the Administrative Agent shall maintain a segregated account (the “Cash Reserve Account”), with the Cash Reserve Account Bank, which account shall be in the name of the Administrative Agent and shall bear a designation clearly indicating that the funds deposited therein are held in trust by the Administrative Agent, for the benefit of the Secured Parties and the Seller. The Administrative Agent shall have exclusive dominion and control over the Cash Reserve Account and all customary feesmonies, costs instruments and expenses other property from time to time on deposit in connection the Cash Reserve Account. On the date of the Investment hereunder, proceeds from the Investment in an amount equal to $19,756,076 (the “Deferred Investment Amount”) will be deposited into the Cash Reserve Account. The Cash Reserve Account Bank, at the direction of the Administrative Agent, shall invest funds on deposit in the Cash Reserve Account in Eligible Investments maturing not later than the next Business Day. Earnings on such Eligible Investments shall be held in the Cash Reserve Account until such amounts are to be paid in accordance with opening this Agreement. On any date after the date of the Investment hereunder that the Servicer delivers to the Control Party and maintaining the Blocked AccountsAdministrative Agent (each such date, a “Deferred Investment Request Date”), a Certificate of Perfection (i) if the Control Party (in its sole discretion) determines (such determination to be made within two (2) Business Days after the Deferred Investment Request Date), that the Receivables and the other Affected Assets set forth in such Certificate of Perfection have satisfied each of the requirements set forth in this Agreement, the Control Party shall, within two (2) Business Days of its determination, issue a Notice of Release to the Administrative Agent and, the Administrative Agent shall, within two (2) Business Days of its receipt of a Notice of Release, withdraw funds in the amount set forth in such Notice of Release (to the extent then on deposit in the Cash Reserve Account) and remit such funds to the Seller (at the account set forth in Schedule 11.3 and (ii) if the Control Party determines that any of the Receivables or any other Affected Asset set forth in such Certificate of Perfection have not satisfied the requirements set forth in this Agreement, the Control Party shall, within two (2) Business Days, so notify the Seller, the Servicer and the Administrative Agent as to which specific requirements have not been met, stating the reasons for such failure to satisfy the requirements or that insufficient time was given to review the applicable documentation. All If on the date that is six (6) months after the date of the Investment hereunder (the “Deferred Investment Return Date”), the Investment Condition shall not have been satisfied (as determined by the Control Party in accordance with the terms of this Agreement), the Control Party shall notify the Administrative Agent, and the Administrative Agent shall withdraw all amounts then on deposit in the Cash Reserve Account and remit such feesfunds pro rata to the Purchasers, costs as their interests may appear for distribution in accordance with, and expenses if to be applied towards, clauses (v) and (ix) of Section 2.12 (without giving effect to the parenthetical in clause (ix)) (it being understood that in the event that the entire Deferred Investment Amount is not paid by a Borrowerto the Seller prior to the Deferred Investment Return Date, may be paid by Xxxxxx and the amount of the “Investment” as set forth in such event all amounts paid by Lender shall constitute Obligations hereunder, Section 2.2 shall be payable reduced by the amount of funds distributed to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunderPurchasers from the Cash Reserve Account). (d) All checks, drafts, instruments and Notwithstanding anything in this Agreement or any of the other items of payment or Proceeds of Cash Collateral shall be endorsed by Transaction Documents to the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this sectioncontrary, each Borrower irrevocably of the parties hereto, the Performance Guarantor and the Insurer hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for agree that purpose) as such Borrower’s true and lawful attorney and agent-in-fact the Cash Reserve Account Bank shall (i) not be liable to endorse any such Borrower’s name upon said items Person for any expense, claim, loss, damage or cost arising out of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any its performance as Cash Reserve Account Bank other than those arising out of such Borrower the Cash Reserve Account Bank’s gross negligence or Goods pertaining thereto; and willful misconduct or failure to comply with its obligations under this Agreement, (ii) in no event be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits, (iii) be excused from failing to act or delay in acting, and no such failure or delay shall give rise to any liability of the Cash Reserve Account Bank, if: (a) such failure or delay is caused by circumstances beyond the Cash Reserve Account Bank’s reasonable control, including but not limited to, legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor difficulties, war, riot, terrorism, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, force majeure, court order or decree, the commencement of bankruptcy or other similar proceedings with respect to any Raytheon Entity or the Insurer or (b) such failure or delay resulted from Cash Reserve Account Bank’s reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority, (iv) have no duty to inquire or determine whether any obligations of any party hereto have been satisfied or whether any of the parties hereto are in default or whether the Control Party or the Administrative Agent are entitled to take control any action or provide any notice hereunder or under any of the other Transaction Documents, and (v) be entitled to rely on notices and communications it believes in good faith to be genuine and given by the appropriate party. The Servicer shall indemnify the Cash Reserve Account Bank against, and each of the parties hereto shall hold the Cash Reserve Account Bank harmless from, any and all liabilities, claims, costs, expenses and damages of any nature in any manner way arising out of any item or relating to disputes or legal actions concerning this Agreement other than those arising out of payment the Cash Reserve Account Bank’s gross negligence or Proceeds thereofwillful misconduct.

Blocked Accounts. (a) On The Borrowers and Applica Canada shall promptly establish and maintain Blocked Accounts, pursuant to lockbox or before other arrangements acceptable to the date that is fifteen (15) days following the Closing DateAgent, Borrowers shall establish one or more with such Blocked Accounts to be maintained with Bank or such other banks as may be selected by the Borrowers and be reasonably acceptable to Agent. The Borrowers and Applica Canada shall at issue to such banks irrevocable letters of instruction directing such banks to deposit all times thereafter cause all payments, deposits, money, revenue and cash payments or other remittances received by Borrowers constituting Collateral (“Cash Collateral”) solely in such the lockboxes to the Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made The Borrowers and Applica Canada shall enter into agreements, in form satisfactory to the Agent, with the banks at which the Blocked Accounts are maintained. Pursuant to such agreements, (a) prior to any such bank’s receipt of a Springing Dominion Notice from the Agent, such bank shall remit all funds deposited into the Blocked Account or otherwise received by Lender will be applied on account Accounts pursuant to the instructions of the Obligations in Borrowers or Applica Canada, as applicable, and (b) after such order bank’s receipt of a Springing Dominion Notice, such bank shall immediately, and at without further consent of or notice to Borrowers or any other Loan Party, transfer to the Agent all monies deposited to such times as Lender shall determine its sole discretionBorrower Blocked Accounts solely pursuant to the instructions of the Agent until delivery of further notice by the Agent; provided, that the Agent agrees not to deliver a Springing Dominion Notice until the commencement of a Springing Period. If a Springing Period subsequently ends, then the Agent will withdraw the Springing Dominion Notice until the commencement of a subsequent Springing Period. (c) Each Borrower agrees All funds deposited in the Blocked Accounts shall be subject to pay all customary fees, costs Liens of the Agent. The Borrowers and expenses Applica Canada shall obtain the agreements (in connection with opening favor of and maintaining in form and content satisfactory to the Agent) by the banks at which the Blocked Accounts are maintained to waive any offset rights against the funds deposited into the Blocked Accounts, except offset rights for customary administrative charges. All No Agent or Lender assumes any responsibility to Borrowers or any other Loan Party for any such lockbox arrangements or Blocked Accounts, including any claim of such fees, costs accord and expenses if not paid satisfaction or release with respect to deposits accepted by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunderany bank thereunder. (d) All checksThe Borrowers and Applica Canada shall request in writing that all payments on Accounts or otherwise relating to Collateral of Borrowers or Applica Canada are made directly to the Blocked Accounts (or a lockbox relating to the Blocked Accounts). If Borrowers receive, draftsor Applica Canada receives, instruments cash or payment items with respect to any Collateral, they shall hold the same in trust for the Agent and promptly (not later than the second Business Day after receipt) deposit the same into a Blocked Account. (e) At any time other items of payment or Proceeds of Cash Collateral than during a Springing Period, the Borrowers and Applica Canada may retain all cash balances contained in the Blocked Accounts. During a Springing Period, the Borrowers and Applica Canada shall not retain any such balances, and the Agent shall have the sole and exclusive right to withdraw funds from time to time in the Blocked Accounts and all amounts so collected by the Agent shall be endorsed remitted to the Payment Account in accordance with Section 3.7. (f) At any time other than during a Springing Period, Applica Americas may retain all cash balances in the Applica Americas Blocked Account. At any time during a Springing Period, Applica Americas shall not retain any such balances (other than any portion thereof attributable to Argentine operations of Applica Americas), and the Agent shall have the sole and exclusive right to withdraw funds (other than any portion thereof attributable to Argentine operations of Applica Americas), from time to time in the Applica Americas Blocked Account and all amounts so collected by the applicable Borrower Agent shall be remitted to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Payment Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereofaccordance with Section 3.7.

Blocked Accounts. (a) On The Loan Parties shall, at all 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 Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party maintaining the account, the name of the financial institution or before intermediary at which the date that account is fifteen (15) days following maintained, the account number and the purpose of the account. After the Closing Date, Borrowers no Loan Party shall establish one open any new post office box, Deposit Account, Securities Account, Commodity Account, Futures Account or more Blocked 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 thereafter cause meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party will, at its 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 payments, deposits, money, revenue other proceeds of all of such Loan Party’s Accounts and cash received by Borrowers constituting other Collateral (“Cash CollateralCollections”) solely in ), 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. If any BorrowerAccount Agreement (each, any subsidiary of Borrowera “Blocked Account”), any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert under an arrangement reasonably acceptable to Agent with a Borrower shall receive any moniesdepository bank reasonably acceptable to Agent, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and pursuant to which all funds deposited into each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) Blocked Account are continuously held in kind to a Blocked Account. The financial institution with which a Each Loan Party agrees to execute, and to cause its depository banks, intermediaries and other account holders to execute “springing” Blocked Account is established Agreements or other control agreements and other documentation as Agent shall acknowledge reasonably require from time to time in connection with the foregoing, all in form and agreesubstance reasonably acceptable to Agent, and in a manner satisfactory to Lenderany event such arrangements and documents must, that except as otherwise agreed in writing by the amounts on deposit Agent, be in place and in full force and effect not later than one hundred and twenty (120) days after the Closing Date (or such Blocked Account are later date as the Agent may agree in its sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender discretion) with respect to disposition of funds accounts in existence on the date hereof or established within such 120-day post-closing period, 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 Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against Accounts and any other accounts subject to “springing” control agreements, the Agent shall not deliver to the relevant depository, securities intermediary or commodities (or futures) intermediary a notice or other instruction which provides for exclusive control over such account maintained by the Agent unless an Event of Default has occurred and is continuing. Not later than one hundred and twenty (120) days after the Closing Date (or such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer later date as the Agent may agree in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c), Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) Each Borrower agrees into which the proceeds of Loans are to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all the form of Exhibit D annexed hereto. Notwithstanding anything to the contrary contained herein, any proceeds or other amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed received by the applicable Borrower to LenderLoan Parties from, andor on account of, if that endorsement of any such item shall not be made for any reasonthe disposition of, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds or casualty or losses of Collateral and upon any Chattel Paper, Document, Instrument, invoice that are permitted to be reinvested by the Loan Parties as provided in Section 2.6(b)(i) or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) shall, at all times prior to take control the application of such amounts to the Loans or such reinvestment, be held in any manner of any item of payment or Proceeds thereofa Deposit Account maintained by Agent.

Blocked Accounts. (a) On or before the date that is fifteen (15) days following the Closing Date, Borrowers shall establish one or more Blocked Accounts and shall at all times thereafter cause all payments, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Each Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that must be maintained with the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedSenior Agent. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender will be applied on account of bear interest at the Obligations in such order and at such times as Lender shall determine its sole discretionSenior Agent’s prevailing rates (if applicable). (c) Each Borrower agrees Transaction Party hereby irrevocably authorises the Security Trustee and the Senior Agent to pay make all customary fees, costs transfers and expenses withdrawals from each Blocked Account to the extent to which those transfers and withdrawals are contemplated in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunderany Senior Finance Document. (d) All checksEach Transaction Party, draftsfor 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 other items of payment any delegate or Proceeds of Cash Collateral shall sub-attorney may be endorsed removed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse attorney appointing it. (e) Despite the same on such Xxxxxxxx’s behalf. For the purpose other provisions of this sectionagreement, 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 Borrower Transaction Party irrevocably hereby makes, constitutes authorises the Security Trustee to make transfers and/or withdrawals and appoints Lender give such directions as the Security Trustee thinks fit in respect of the Blocked Accounts at any time while an Event of Default subsists. (and all Persons designated by Lender for g) The Transaction Parties must ensure that purposeonly Authorised Officers or attorneys of the Senior Agent are nominated as signatories to the Blocked Accounts. (h) as such Borrower’s true and lawful attorney and agent-in-fact Neither the Security Trustee nor the Senior Agent is under any obligation to take any action in relation to a Blocked 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 endorse such Borrower’s name upon said items 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 payment and/or Proceeds of Collateral and upon any Chattel Paperfact or law, Documentexcept for its own fraud, Instrument, invoice gross negligence or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereofwilful default.

Blocked Accounts. (a) On or before Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of the date that Closing Date are described in Section 3 of the Disclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining such account, the name, of the financial institution at which such account is fifteen (15) days following maintained, the account number, and the purpose of such account. After the Closing Date, Borrowers no Loan Party Obligor shall establish one open any new Deposit Accounts or more Blocked 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 (and each Loan Party Obligor hereby represents and warrants that each such account shall at all times thereafter cause 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 payments, deposits, money, revenue other proceeds of all of such Loan Party Obligor’s Accounts and cash received by Borrowers constituting other Collateral (“Cash CollateralCollections”), which shall include depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in the name of such Loan Party Obligor (but as to which Lender has exclusive access) solely or, at Lender’s option, in such the name of Lender (each, a “Blocked Accounts. If any BorrowerAccount”), any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert under an arrangement acceptable to Lender with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory depository bank acceptable to Lender, that pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as provided in the amounts on deposit in Cash Management Order, . Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Blocked Account are control agreements and other documentation as Lender shall require from time to time in connection with the sole foregoing, all in form and exclusive property of substance acceptable to Lender, that and in any event such financial institution will follow arrangements and documents must be in place on the instructions of Lender date hereof with respect to disposition of funds accounts in existence on the date hereof, or prior to any such Blocked Account without further consent from account 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 complete and executed Authorized Accounts form regarding Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution ’s operating account(s) into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds the proceeds of Loans are to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunderform of Exhibit D annexed hereto. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereof.

Blocked Accounts. (a) On or before the date that is fifteen Each Assignor shall (15i) days following the Closing Date, Borrowers shall establish and maintain cash management services of a type and on terms as are commercially reasonable at one or more of the Blocked Accounts Account Banks listed on Schedule 7 (it being understood and agreed that cash management services as of the Issue Date are satisfactory to Collateral Trustee), and shall at take reasonable steps to ensure that all times thereafter cause all payments, deposits, money, revenue of its and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary its Subsidiaries' Account Debtors forward payment of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in owed by them directly to such Blocked Account are Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the sole first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to an Assignor) into a bank account of such Assignor (each, a "Blocked Account") at one of the Blocked Account Banks. (b) Each Assignor shall establish and exclusive property maintain Blocked Account Agreements with Collateral Trustee and the applicable Blocked Account Bank, in form and substance reasonably acceptable to Collateral Trustee. Each such Blocked Account Agreement shall provide, among other things, and in each case in accordance with the terms and provisions of Lenderthe Collateral Trust Agreement, that such financial institution (i) the Blocked Account Bank will follow comply with any instructions originated by Collateral Trustee directing the instructions of Lender with respect to disposition of the funds in such Blocked Account without further consent from by the applicable Assignor, (ii) the Blocked Account Bank waives, subordinates, or agrees not to exercise any Borrower, that such financial institution has no right rights of setoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other charges directly related to setoff against the administration of such Blocked Account and for returned checks or against any other account maintained by such financial institution into which Cash Collateral is transferreditems of payment, and that such financial institution shall wire(iii) upon the instruction of Collateral Trustee (an "Activation Instruction"), or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such the Blocked Account on a Bank will forward by daily basis as such funds are collected. (b) Each Borrower agrees that sweep all payments made to such amounts in the applicable Blocked Account or to the Trustee's Account. Collateral Trustee agrees not to issue an Activation Instruction with respect to the Blocked Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued and such instruction is otherwise received by Lender will be applied on account in accordance with the terms and provisions of the Obligations in such order and at such times as Lender shall determine its sole discretionCollateral Trust Agreement. (c) Each Borrower agrees So long as no Default or Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to pay all customary feesadd or replace a Blocked Account Bank or Blocked Account; provided, costs and expenses in connection with however, that prior to the time of the opening and maintaining the Blocked Accounts. All of such feesBlocked Account, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower Assignor and such prospective Blocked Account Bank shall have executed and delivered to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Trustee a Blocked Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereofAgreement.

Blocked Accounts. a. Subject to clause (ab) On or before below, at all times during the date that is fifteen term of this Agreement, Borrower and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (1590) days following 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. 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. 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, Borrowers shall establish one or more Blocked Accounts and shall at all times thereafter cause all payments, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert substantially contemporaneously with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause by such later time as agreed to by the same to be remitted) Lender in kind to a Blocked Account. The financial institution with its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which a Blocked Account is established shall acknowledge are Excluded Accounts), enter into any Control Agreement in form and agree, in a manner 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 amounts on deposit in Lender to such Blocked Account are depository bank, securities intermediary or commodities intermediary directing the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in from time to time credited to such Blocked Account deposit account, securities account or commodity account, without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such feesLoan Party. No Loan Party shall permit any deposit account, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at securities account or commodity account excluded from the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose requirements of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) Section 4.13 as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account a result of such Borrower deposit account, securities account or Goods pertaining thereto; commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and (ii) until such account is subject to take control in any manner of any item of payment or Proceeds thereofa Control Agreement.

Blocked Accounts. (ai) On or before As of the date that is fifteen hereof, no Pledgor has any account with any financial institution other than Designated Accounts and those accounts listed on Schedule 8.4 annexed hereto. (15ii) Each Pledgor, the Collateral Agent and each of the financial institutions selected by such Pledgor (which may include, without limitation the financial institutions listed in Schedule 8.4 annexed hereto) and reasonably acceptable to the Collateral Agent (each, a "Blocked Account Bank" and, collectively, the "Blocked Account Banks") shall promptly and in no event later than 90 days following after the Closing DateDate (or such longer period as may be acceptable to the Collateral Agent) enter into Blocked Account Agreements, Borrowers which among other things shall establish one or more provide for the opening (or, in the case of the accounts described on Schedule 8.4 annexed hereto, confirm the existence) of an account for the deposit of Collections (each, a "Blocked Accounts and Account" and, collectively, the "Blocked Accounts") at a Blocked Account Bank. Each Pledgor shall at all times thereafter cause after the expiration of such 90-day period (or such longer period as may be acceptable to the Collateral Agent) maintain separate and distinct Blocked Accounts and the Blocked Accounts of each Pledgor will be clearly identified as the Blocked Account of such Pledgor and no other Person, including no other Pledgor. Subject to Section 8.4(iv) hereof, in the event any of the accounts and financial institutions listed on Schedule 8.4 annexed hereto shall not constitute Blocked Accounts and Blocked Account Banks, respectively, upon the expiration of such 90-day period (or such longer period as may be acceptable to the Collateral Agent), the applicable Pledgor shall close such account. Subject to Section 8.4(iv), all paymentsCollections and other amounts received by or on behalf of each such Pledgor from any account debtor, depositsagent or credit support party shall be held in trust for the benefit of the Collateral Agent, and each. Each Pledgor shall, as promptly as practicable (but in no event later than ten Business Days after receipt thereof), deposit all Collections into a Blocked Account of such Pledgor. Such arrangements shall not be modified or terminated without the prior written consent of the Collateral Agent. (iii) Upon the occurrence of an Event of Default, the Collateral Agent may require that all good funds held in each Blocked Account shall be wired each Business Day into a separate account for each Pledgor (each, a "Concentration Account") maintained by the Collateral Agent. Each Pledgor shall accurately report all amounts deposited in the Blocked Accounts to ensure the proper transfer of funds as set forth above. Each Pledgor acknowledges and agrees that, (A) upon the occurrence of an Event of Default and delivery to the Blocked Account Banks by the Collateral Agent of a Notice of Sweep Event, pursuant to the Blocked Account Agreements, such Pledgor will have irrevocably directed the Blocked Account Banks to transfer no later than 2:00 P.M. (New York time) each Business Day all available funds, investments, money, revenue cash, Instruments, securities, rights, proceeds and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely other property and amounts contained in such Pledgor's respective Blocked Accounts into such Pledgor's Concentration Account and (B) it is the intention of such Pledgor that the Collateral Agent shall have a perfected security interest in the Blocked Accounts and the Concentration Accounts as of the date hereof. The Collateral Agent hereby agrees that it shall not deliver to any Blocked Account Bank any Notice of Sweep Event except after the occurrence of an Event of Default. Upon the occurrence of an Event of Default, if any Pledgor receives directly any remittance or payments, such Pledgor shall hold such remittance and payments in trust for the Collateral Agent, and shall deposit such amounts into its respective Concentration Account within one Business Day after such Pledgor's receipt thereof. Upon the occurrence of an Event of Default, the Collateral Agent may require that all deposits maintained in the Concentration Accounts and the Blocked Accounts, and any additional moneys and other property subsequently maintained in any Blocked Account shall be transferred to the Collateral Account. If All such deposits in the Collateral Account shall be held by the Collateral Agent as Collateral for the Secured Obligations or applied or released in the manner set forth in Section 8.2 hereof. The costs and expenses (including attorney's fees) of collection, whether incurred by any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee Pledgor or agent of a Borrower the Collateral Agent (or any subsidiary of a Borrowersub-agent), or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit be borne by the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedPledgors. (biv) Each Borrower agrees The Pledgors shall not at any time deposit or cause to be deposited into any account, except as otherwise specifically permitted pursuant to the provisions of Sections 8.1, 8.2 and 8.4 hereof, any funds, investments, money, cash, instruments, securities, rights, proceeds and other property and amounts received by or on behalf of the Pledgors from any source; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Pledgors may deposit or cause to be deposited into such account such funds, investments, money, cash, instruments, securities, rights, proceeds and other property and amounts received by or on behalf of the Pledgors so long as the aggregate sum thereof shall in no event exceed at any time $500,000; provided, further, that all payments made to such amounts in excess of $500,000 shall be deposited directly into the Blocked Account Accounts or otherwise received by Lender will be applied on account Concentration Account, of the Obligations applicable Pledgor or the Collateral Account in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection accordance with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose provisions of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereofSection 8.4.

Blocked Accounts. (a) On Borrower will, on or before the date that is fifteen thirty (1530) days following after the Closing Datedate of this Agreement, Borrowers shall establish one or more and, during the term of this Agreement, maintain blocked accounts (the “Blocked Accounts and shall at all times thereafter cause all payments, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash CollateralAccounts”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition all of funds in 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 without further consent from any Bank”), and enter into a control agreement relating to the Blocked Accounts with the Borrower, that such financial institution has no right to setoff against such Lender and the applicable Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedBank. (b) Each 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 and all of the Borrower’s Account Debtors and, thereafter, 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 Borrower agrees that all payments made to such Blocked 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 otherwise received by Lender will be applied on account of Payment Intangible, compromise or settle any Account or Payment Intangible for less than the Obligations full amount thereof, release, in such order and at such times as Lender shall determine its sole discretionwhole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) Each The Borrower agrees hereby appoints Lender as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to pay (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 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 customary fees, costs other acts and expenses in connection with opening and maintaining the Blocked Accountsthings necessary to carry out this Agreement. All acts of such feessaid attorney or designee are hereby ratified and approved, costs and expenses if said attorney or designee shall not paid 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 Borrowerfinal judgment of a court of competent jurisdiction), may be 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 Obligations are paid by Xxxxxx in full and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at of the highest rate then applicable to Loans hereunderCommitments are terminated. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral Nothing herein contained shall be endorsed by construed to constitute Lender as agent of the applicable Borrower to Lenderfor any purpose whatsoever, and, if that endorsement of any such item and Lender shall not be made responsible or liable for any reasonshortage, 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 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 irrevocably authorized (but in no event obligated) in its discretion to endorse pay the same on such Xxxxxxxx’s behalf. For amount thereof to the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender proper taxing authority for that purpose) as such the Borrower’s true account and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items charge the Borrower therefor. The Borrower shall notify Lender if any Account or Payment Intangible of payment and/or Proceeds of Collateral and upon the Borrower includes any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating taxes due to any Account such Governmental Authority and, in the absence of such Borrower notice, Lender shall have the right to retain the full proceeds of such Account or Goods pertaining thereto; Payment Intangible and (ii) to take control in shall not be liable for any manner taxes that may be due by reason of any item of payment such Account or Proceeds thereofPayment Intangible.

Blocked Accounts. (a) On or before the date that is fifteen (15) days following Prior to, and in no event later than, the Closing Date, Borrowers Borrower shall establish and thereafter maintain, and cause each Subsidiary to establish and thereafter maintain, one or more Blocked additional Deposit Accounts and shall at all times thereafter cause all payments, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same Subsidiary as blocked accounts (“Blocked Accounts” or cause the same to be remitted) in kind to a “Blocked Account”) pursuant to one or more agreements (collectively, “Blocked Account Agreements” or a “Blocked Account Agreement”) with one or more banks (including the Bank) (collectively, “Blocked Account Banks” or a “Blocked Account Bank”) into which Borrower shall remit, and shall cause each Subsidiary to remit, payments on Receivables and other proceeds of Collateral. The financial institution with which All amounts on deposit in a Blocked Account is established shall acknowledge and agree, be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. Unless otherwise agreed to by Lender, each Blocked Account Bank shall acknowledge and agree pursuant to its Blocked Account Agreement that the amounts on deposit in such all payments and deposits made to its Blocked Account are the sole and exclusive property of Lender, ; that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution Bank has no right to setoff set off against its Blocked Account except as expressly provided in its Blocked Account Agreement; and that such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise Bank will wire transfer in immediately available funds to Lender in a manner satisfactory to Lender, Lender all funds deposited in such the Blocked Account to the Concentration Account on a daily basis as soon as such funds are collected. (b) Each . The Borrower agrees agrees, and shall cause each Subsidiary to agree, that all payments made to such payments, whether by cash, check, wire transfer or other instruments of deposit in each Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments sole and other items exclusive property of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, andand that Borrower shall not, if that endorsement of and no Subsidiary shall, have any such item right, title or interest therein or in any Blocked Account. Borrower shall not be made for and shall not permit any reasonSubsidiary to modify in any respect, Lender is hereby irrevocably authorized to endorse without the same on such Xxxxxxxx’s behalf. For the purpose prior written consent of this sectionLender, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice Blocked Account Agreement or similar document or agreement any other arrangement relating to any Blocked Account. Unless otherwise expressly permitted in a Blocked Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner Agreement, Lender shall have no responsibility for the maintenance of any item Blocked Account Agreement, including the payment of payment or Proceeds thereofany fees thereunder.

Blocked Accounts. (a) On or before the date that is fifteen Subject to clause (15b) days following the Closing Datebelow, Borrowers shall establish one or more Blocked Accounts and shall at all times thereafter cause all paymentsduring the term of this Agreement, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the same Closing Date (or cause the same such longer period as agreed to be remitted) by Lender in kind its sole discretion), will direct all collections and other Receipts to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender Accounts in accordance with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedSection 2.12 hereof. (b) Each Borrower agrees that all payments made Within ninety (90) days after the Closing Date (or such longer period as agreed to such Blocked Account or otherwise received by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine 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 Borrower agrees Loan Party will, with respect to pay all customary feeseach deposit account, costs securities account and expenses commodity account (in connection 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 opening and maintaining (or by such later time as agreed to by the Blocked Accounts. All Lender in its reasonable discretion), the opening, creation or acquisition of such feesdeposit account, costs securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Control Agreement in form and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower substance satisfactory to Lender, andpursuant to which such Control Agreement shall cause the depository bank that maintains such deposit account, if securities intermediary that endorsement 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 such item shall not be made for any reasondeposit account, Lender is hereby irrevocably authorized to endorse securities account or commodity account excluded from the same on such Xxxxxxxx’s behalf. For the purpose requirements of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) Section 4.13 as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account a result of such Borrower deposit account, securities account or Goods pertaining thereto; commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and (ii) until such account is subject to take control in any manner of any item of payment or Proceeds thereofa Control Agreement.

Blocked Accounts. (a) On or before the date that is fifteen (15) days following the Closing Date, Borrowers The Backup Servicer shall establish and maintain with one or more Blocked Accounts and shall at all times thereafter cause all paymentsAccount Banks, deposits, money, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such one or more Blocked Accounts, in the name of "BNY Asset Solutions LLC, as Backup Servicer on behalf of Canadian Imperial Bank of Commerce as Administrative Agent, for the benefit of Special Purpose Accounts Receivable Cooperative Corporation, Canadian Imperial Bank of Commerce and Financial Security Assurance, Inc." The terms and conditions of each Blocked Account shall be in all respects reasonably satisfactory to the Backup Servicer, the Administrative Agent and FSA. If During the term of the Backup Servicing Agreement (including the term of this Agreement for any Borrowerperiod in which the Backup Servicer is the successor Servicer), any subsidiary the Blocked Account Bank for all Blocked Accounts shall be The Bank of Borrower, any shareholder, officer, director, employee or agent New York unless The Bank of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same New York ceases to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such Blocked Account on a daily basis as such funds are collectedan Eligible Institution. (b) Each Borrower agrees that all payments made to such Funds on deposit in a Blocked Account or otherwise received shall be invested overnight in Eligible Investments selected in writing by Lender will the Servicer; PROVIDED, that following the occurrence of a Servicer Termination Event, the Servicer shall continue to select such Eligible Investments unless the Controlling Party notifies the Servicer and the Backup Servicer that the Controlling Party shall select such Eligible Investments; PROVIDED, FURTHER, that it is understood and agreed that the Controlling Party shall not be applied on account liable for any loss arising from such investments in Eligible Investments. All such Eligible Investments shall be held for the benefit of the Obligations in such order Administrative Agent, for the benefit of the Purchaser and at such times as Lender shall determine its sole discretionFSA. (c) Each Borrower agrees to pay all customary feesBlocked Account Bank will maintain for the benefit of the Administrative Agent, costs for the benefit of the Purchaser and expenses FSA, possession of any negotiable instruments or securities evidencing the investment of funds on deposit in connection with opening the related Blocked Account. All interest and maintaining earnings (net of losses and investment expenses) on funds on deposit in the Blocked Accounts. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, Accounts shall be payable to Lender by Borrowers upon demandallocated in accordance with Section 2.03(c). The Backup Servicer shall, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. request of the Seller and the consent of the Controlling Party (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item which consent shall not be made for any reasonunreasonably withheld), Lender is hereby irrevocably authorized remit to endorse the same Seller all amounts on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) to take control deposit in any manner of any item of payment or Proceeds thereofBlocked Account that do not represent Collections.

Blocked Accounts. (a) On or before the date that is fifteen Each Assignor shall (15i) days following the Closing Date, Borrowers shall establish and maintain cash management services of a type and on terms as are commercially reasonable at one or more of the Blocked Accounts Account Banks listed on Schedule 7 (it being understood and agreed that cash management services as of the Issue Date are satisfactory to Collateral Trustee), and shall at take reasonable steps to ensure that all times thereafter cause all payments, deposits, money, revenue of its and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary its Subsidiaries’ Account Debtors forward payment of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit the same (or cause the same to be remitted) in kind to a Blocked Account. The financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in owed by them directly to such Blocked Account are Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the sole first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to an Assignor) into a bank account of such Assignor (each, a “Blocked Account”) at one of the Blocked Account Banks. (b) Each Assignor shall establish and exclusive property maintain Blocked Account Agreements with Collateral Trustee and the applicable Blocked Account Bank, in form and substance reasonably acceptable to Collateral Trustee. Each such Blocked Account Agreement shall provide, among other things, and in each case in accordance with the terms and provisions of Lenderthe Collateral Trust Agreement, that such financial institution (i) the Blocked Account Bank will follow comply with any instructions originated by Collateral Trustee directing the instructions of Lender with respect to disposition of the funds in such Blocked Account without further consent from by the applicable Assignor, (ii) the Blocked Account Bank waives, subordinates, or agrees not to exercise any Borrower, that such financial institution has no right rights of setoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other charges directly related to setoff against the administration of such Blocked Account and for returned checks or against any other account maintained by such financial institution into which Cash Collateral is transferreditems of payment, and that such financial institution shall wire(iii) upon the instruction of Collateral Trustee (an “Activation Instruction”), or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such the Blocked Account on a Bank will forward by daily basis as such funds are collected. (b) Each Borrower agrees that sweep all payments made to such amounts in the applicable Blocked Account or to the Trustee’s Account. Collateral Trustee agrees not to issue an Activation Instruction with respect to the Blocked Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued and such instruction is otherwise received by Lender will be applied on account in accordance with the terms and provisions of the Obligations in such order and at such times as Lender shall determine its sole discretionCollateral Trust Agreement. (c) Each Borrower agrees So long as no Default or Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to pay all customary feesadd or replace a Blocked Account Bank or Blocked Account; provided, costs and expenses in connection with however, that prior to the time of the opening and maintaining the Blocked Accounts. All of such feesBlocked Account, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower Assignor and such prospective Blocked Account Bank shall have executed and delivered to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Trustee a Blocked Account of such Borrower or Goods pertaining thereto; and (ii) to take control in any manner of any item of payment or Proceeds thereofAgreement.

Blocked Accounts. Each of the Loan Parties represents, acknowledges and agrees that, notwithstanding any term or provision of this Agreement or any other Loan Document, (a) On an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds have been, and the Net Cash Proceeds of all asset sales after the Effective Date will be, deposited into the 2006 Blocked Account and be subject to the 2006 Blocked Account Control Agreement, (b) MSX Engineering has full power to transfer all rights in and to all amounts that have been or before will be deposited into the date that is fifteen 2006 Blocked Account, including without limitation an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds, (15c) days following under each of the Closing Date2006 Blocked Account Control Agreement, Borrowers shall establish one or more the Borrowing Base Blocked Accounts Account Agreement and shall the LC Blocked Account Agreement, the Agent has sole control over, and a first priority, perfected lien and security interest in (for the benefit of itself and the LC Issuer and the Lenders and securing all Secured Obligations) the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account, respectively, and all amounts deposited therein at all times thereafter cause all paymentsany time, depositsand (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account Control Agreement, moneythe Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, revenue and cash received by Borrowers constituting Collateral (“Cash Collateral”) solely in such Blocked Accounts. If any Borrower, any subsidiary of Borrower, any shareholder, officer, director, employee or agent of a Borrower or any subsidiary of a Borrower, or MSX Engineering and any other Person acting for Loan Party depositing any funds in any of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement agrees to execute and deliver all further agreements and documents in connection therewith at any time requested by the Agent. Notwithstanding anything herein or in concert with a Borrower any other agreement to the contrary, the Agent shall receive any monies, checks, notes, drafts or other payments consisting of Cash Collateral, such Borrower and each such Person shall promptly upon receipt thereof remit have sole control over the same (or cause the same to be remitted) in kind to a 2006 Blocked Account. The financial institution with which a , the Borrowing Base Blocked Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such LC Blocked Account are and the sole Agent may apply (whether by direct payment, by cash collateralizing or by other defeasance as determined by the Agent) any and exclusive property of Lenderall amounts in the 2006 Blocked Account, that such financial institution will follow the instructions of Lender with respect to disposition of funds in such Blocked Account without further consent from any Borrower, that such financial institution has no right to setoff against such Borrowing Base Blocked Account or against any other account maintained by such financial institution into which Cash Collateral is transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in such the LC Blocked Account on a daily basis as such funds are collected. (b) Each Borrower agrees that all payments made to such Blocked Account or otherwise received the Secured Obligations and permanently reduce the Commitments by Lender will be applied on account of the Obligations in such order and at such times as Lender shall determine its sole discretion. (c) Each Borrower agrees to pay all customary fees, costs and expenses in connection with opening and maintaining the Blocked Accounts. All amount of such fees, costs and expenses if not paid by a Borrower, may be paid by Xxxxxx and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest application at the highest rate then applicable to Loans hereunder. (d) All checks, drafts, instruments and other items of payment or Proceeds of Cash Collateral shall be endorsed by the applicable Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Xxxxxxxx’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact time (i) to endorse such Borrower’s name upon said items or during the continuance of payment and/or Proceeds a Default (and automatically upon a Default under clause (f) of Collateral and upon any Chattel PaperArticle VII hereof), Document, Instrument, invoice or similar document or agreement relating to any Account of such Borrower or Goods pertaining thereto; and (ii) if required to take control prevent any required payment or default, if any, under the Subordinated Debt, the Fourth Secured Term Loan Debt, the Third Secured Term Loan Debt or the Second Secured Debt or (iii) upon demand by the Agent or the Required Lenders. Notwithstanding anything herein or in any manner other agreement to the contrary, the Company shall have the right, upon two Business Days prior written notice the Agent or such other shorter period of time agreed to by the Agent, to have (1) cash in the 2006 Blocked Account applied to prepay Loans, provided that any item such prepayment from the 2006 Blocked Account shall permanently reduce the Commitments by the amount of payment such prepayment and no Default or Proceeds thereofUnmatured Default exists at the time of such request by the Company or the prepayment and (2) cash in the Borrowing Base Blocked Account withdrawn and returned to the Company provided that (x) if any Loans exist, then such cash shall be applied first to prepay all Loans, (y) prior to such withdrawal, the Company provides a new Borrowing Base Certificate giving effect to such withdrawal, and (z) no Default or Unmatured Default exists at the time of such request by the Company or the withdrawal. 1.16 Section (t) of Article VII is restated as follows: