Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller, in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents1) hereby consents to the execution Upon delivery of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller, in accordance with Section 5.2(p), the terms Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Security Agreement Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the “Blocked Account Agreements”) occurrence of a Default or an Event of Default (it being understood that the interest of Lenders Agenteach such time, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification RequestActivating Event”), to provide a written response stating whether or not the Receivables Documents have been terminated Collateral Agent may (and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith required by the Requisite Majority Lenders shall), pursuant to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything deliver notice to the contrary in this Section 2.19, if the Receivables Agent responds in writing depository bank with respect to an Initial Notification Request one or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any more of the Blocked Accounts (or otherwise notify an “Activating Notice”) instructing it to accept instructions exclusively from the applicable account banks to take other actions Collateral Agent with respect to such Blocked Accounts. (3) unless On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and until on behalf of the Receivables Borrower and the Collateral Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, pay such Surplus Amount to the extent Borrower no later than the end of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respectsthird Business Day following such day.

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements in favor of the Controlling Agent with respect to bank accounts held in the name of the Receivables Seller, in accordance with the terms of the applicable Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Controlling Agent, on behalf of itself and the Controlling Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Controlling Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Controlling Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Controlling Agent has been instructed in good faith by the Requisite Controlling Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Controlling Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Controlling Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Controlling Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent Prior to, and in no event later than, the Closing Date, Borrower shall establish and thereafter maintain, and cause each Subsidiary to establish and thereafter maintain, one or more additional Deposit Accounts of Borrower and each Subsidiary as blocked accounts (for itself and on behalf of the Receivables Purchasers and Purchaser Agents“Blocked Accounts” or a “Blocked Account”) hereby consents pursuant to the execution of blocked account one or more agreements with respect to bank accounts held in the name of the Receivables Seller(collectively, in accordance with the terms of the Security Agreement (the “Blocked Account Agreements” or a “Blocked Account Agreement”) with one or more banks (it being understood that including the interest of Lenders AgentBank) (collectively, “Blocked Account Banks” or a “Blocked Account Bank”) into which Borrower shall remit, and shall cause each Subsidiary to remit, payments on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds of Collateral. All amounts on deposit in respect thereof)a Blocked Account shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. The Receivable Agent agreesUnless otherwise agreed to by Lender, upon each Blocked Account Bank shall acknowledge and agree pursuant to its Blocked Account Agreement that all payments and deposits made to its Blocked Account are the written request sole and exclusive property of the Lenders Agent (an “Initial Notification Request”), Lender; that such Blocked Account Bank has no right to provide set off against its Blocked Account except as expressly provided in its Blocked Account Agreement; and that such Blocked Account Bank will wire transfer immediately available funds in a written response stating whether or not the Receivables Documents have been terminated and manner satisfactory to Lender all monetary obligations under the Receivables Documents have been satisfied funds deposited in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it Concentration Account on a daily basis as soon as such funds are collected. The Borrower agrees, and shall cause each Subsidiary to provide a written response stating agree, that all payments, whether by cash, check, wire transfer or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied other instruments of deposit in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the each Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled the sole and exclusive property of Lender, and that Borrower shall not, and no Subsidiary shall, have any right, title or interest therein or in any Blocked Account. Borrower shall not and shall not permit any Subsidiary to activate modify in any respect, without the prior written consent of Lender, any Blocked Account AgreementsAgreement or any other arrangement relating to any Blocked Account. Notwithstanding anything to the contrary Unless otherwise expressly permitted in this Section 2.19a Blocked Account Agreement, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent Lender shall have indicated in writing (or a court of competent jurisdiction shall have determined) that no responsibility for the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions maintenance of any Blocked Account Agreement, including the provisions payment of this Agreement shall control and be binding in all respectsany fees thereunder.

Blocked Accounts. The Receivables Agent (for itself and on behalf Each of the Receivables Purchasers Loan Parties represents, acknowledges and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Selleragrees that, in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether notwithstanding any term or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions provision of this Agreement or any other Loan Document, (a) 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 provisions Net Cash Proceeds of any 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 will be deposited into the 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, (c) under each of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, the provisions Agent has sole control over, and a first priority, perfected lien and security interest in (for the benefit of this 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 any time, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, and MSX Engineering and any other 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 any other agreement to the contrary, the Agent shall have sole control over the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account and the Agent may apply (whether by direct payment, by cash collateralizing or by other defeasance as determined by the Agent) any and all amounts in the 2006 Blocked Account, the Borrowing Base Blocked Account or the LC Blocked Account all to the Secured Obligations and permanently reduce the Commitments by the amount of such application at any time (i) upon or during the continuance of a Default (and automatically upon a Default under clause (f) of Article VII hereof), (ii) if required to 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 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 such prepayment from the 2006 Blocked Account shall permanently reduce the Commitments by the amount of such prepayment and no Default or Unmatured 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 binding in applied first to prepay all respectsLoans, (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:

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables SellerSeller (the "Blocked Account Agreements"), in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “"Initial Notification Request”"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “"Final Notification Request”") to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Collateral Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Funding Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts currently held in the name of the Receivables SellerTransferor, in accordance with the terms Section 5(b) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders Lender Agent (an “Initial Notification Request”), ) (a copy of which shall be delivered by the Lender Agent to each Funding Agent and USS) to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under as contemplated in Section 5(b)(i) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite Required Lenders to make such Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (hereinafter defined). During the continuance of the Receivables Collateral Agent’s failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the a “Final Notification Request”) (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent asking it and USS) to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks under as contemplated in Section 5(b)(i) of the Blocked Account AgreementsSecurity Agreement. In If the event that Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice contemplated in Section 5(b)(i) of the Security Agreement (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent, each Funding Agent and USS). Notwithstanding anything to the contrary in this Section 2.192.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(i) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself a) Each Assignor shall (i) establish and maintain cash management services of a type and on behalf terms as are commercially reasonable at one or more of the Receivables Purchasers Blocked Account Banks listed on Schedule 7 (it being understood and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name agreed that cash management services as of the Receivables SellerIssue Date are satisfactory to Collateral Trustee), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Blocked Account Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the 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 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 the Security Agreement Collateral Trust Agreement, that (the “Blocked Account Agreements”i) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that Bank will comply with any instructions originated by Collateral Trustee directing the Lenders Agent shall deliver an Initial Notification Request only if it believes disposition of the funds in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith such Blocked Account without further consent by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five applicable Assignor, (5ii) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the event that the Receivables Agent has not responded in writing within three (3) Business Days applicable Blocked Account other than for payment of its receipt service fees and other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) upon the Final Notification Requestinstruction of Collateral Trustee (an "Activation Instruction"), the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything Bank will forward by daily sweep all amounts in the applicable Blocked Account to the contrary in this Section 2.19, if the Receivables Agent responds in writing Trustee's Account. Collateral Trustee agrees not to issue an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in Activation Instruction with respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of 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 in accordance with the terms and provisions of the Collateral Trust Agreement. (c) So long as no Default or otherwise notify Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to add or replace a Blocked Account Bank or Blocked Account; provided, however, that prior to the time of the opening of such Blocked Account, the applicable account banks to take other actions with respect to Assignor and such prospective Blocked Accounts) unless and until the Receivables Agent Account Bank shall have indicated in writing (or executed and delivered to Collateral Trustee a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself and on behalf At the request of the Receivables Purchasers Agent which may be made ---------------- at any time upon the occurrence and Purchaser Agentsfor so long as an Event of Default is continuing, the Borrower shall establish blocked account arrangements and depository accounts (collectively, the "Blocked Accounts") hereby consents with such depository ---------------- institutions that receive payments or remittances with respect to the execution of Borrower's or any Subsidiary's Accounts, or such other depository institutions as the Agent may determine, pursuant to blocked account agreements and subject to irrevocable instructions in form and substance satisfactory to the Agent, and in which the Borrower shall immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including, without limitation, remittances with respect to bank accounts held the Borrower's or any Subsidiary's Accounts) in the name identical form in which such payment is made, whether by cash, check or otherwise, duly endorsed for collection, if necessary. Pursuant to the aforementioned irrevocable instructions and blocked account agreements, all amounts held or deposited in the Blocked Accounts, upon collection of good funds in such Blocked Accounts, shall be wire transferred (or, at the Receivables SellerAgent's election, transferred via ACH) to the Agent at its Payment Office as Agent may specify in accordance with writing and, upon becoming available funds, shall be applied first to pay any Obligations (other than principal or interest on the terms ----- Loans) then due and payable and second to reduce the then outstanding principal ------ balance of Swingline Loans and Revolving Loans pursuant to Section 4.01. If at ------------ any time the Security Agreement (then outstanding balance of Swingline Loans and Revolving Loans shall be zero and no other Obligations are then due and payable, the “Blocked Account Agreements”) (it being understood that the interest of Lenders AgentAgent shall, on behalf the Business Day following the Borrower's request, pay over to the Borrower amounts received by the Agent from the Blocked Accounts constituting available funds in excess of itself Obligations then due and Lenderspayable (provided, that if a Default or an Event of Default shall have occurred and then be continuing, such amounts shall also be in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections excess of all Letter of Credit Outstandings and other proceeds in respect thereof). The Receivable Agent agreesoutstanding Obligations, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated then due and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Requestpayable). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables (i) As of the date hereof, no Pledgor has any account with any financial institution other than Designated Accounts and those accounts listed on Schedule 8.4 annexed hereto. (ii) 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 after the Closing Date (or such longer period as may be acceptable to the Collateral Agent) enter into Blocked Account Agreements, which among other things shall provide for itself 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 Account" and, collectively, the "Blocked Accounts") at a Blocked Account Bank. Each Pledgor shall at all times 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 Collections and other amounts received by or on behalf of each such Pledgor from any account debtor, agent 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, cash, Instruments, securities, rights, proceeds and 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. 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 Pledgor or the Collateral Agent (or any sub-agent), shall be borne by the Pledgors. (iv) 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 Receivables Purchasers Pledgors from any source; provided, however, that so long as no Event of Default shall have occurred and Purchaser Agents) hereby consents be continuing, the Pledgors may deposit or cause to the execution of blocked be deposited into such account agreements with respect to bank accounts held in the name such funds, investments, money, cash, instruments, securities, rights, proceeds and other property and amounts received by or on behalf of the Receivables SellerPledgors so long as the aggregate sum thereof shall in no event exceed at any time $500,000; provided, further, that all amounts in excess of $500,000 shall be deposited directly into the Blocked Accounts or Concentration Account, of the applicable Pledgor or the Collateral Account in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respectsSection 8.4.

Blocked Accounts. (a) The Receivables Agent Borrowers and Applica Canada shall promptly establish and maintain Blocked Accounts, pursuant to lockbox or other arrangements acceptable to the Agent, 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 issue to such banks irrevocable letters of instruction directing such banks to deposit all payments or other remittances received in the lockboxes to the Blocked Accounts. (for itself b) The Borrowers and on behalf 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 Accounts pursuant to the instructions of the Receivables Purchasers Borrowers or Applica Canada, as applicable, and Purchaser Agents(b) hereby consents after such bank’s receipt of a Springing Dominion Notice, such bank shall immediately, and without further consent of or notice to Borrowers or any other Loan Party, transfer to the execution Agent all monies deposited to such Borrower Blocked Accounts solely pursuant to the instructions of blocked account 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) All funds deposited in the Blocked Accounts shall be subject to Liens of the Agent. The Borrowers and Applica Canada shall obtain the agreements (in favor of and 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. 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 accord and satisfaction or release with respect to deposits accepted by any bank accounts held in the name of the Receivables Seller, in accordance with the terms of the Security Agreement thereunder. (the “Blocked Account Agreements”d) (it being understood that the interest of Lenders Agent, on behalf of itself The Borrowers and Lenders, in such bank accounts and amounts held therein Applica Canada shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless payments on Accounts or otherwise relating to Collateral of whether it disputes the statements set forth in such response) shall not be entitled Borrowers or Applica Canada are made directly to activate any of the Blocked Accounts (or otherwise notify a lockbox relating to the applicable account banks to take other actions Blocked Accounts). If Borrowers receive, or Applica Canada receives, cash or payment items with respect to such 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 than during a Springing Period, the Borrowers and Applica Canada may retain all cash balances contained in the Blocked Accounts) unless . During a Springing Period, the Borrowers and until Applica Canada shall not retain any such balances, and the Receivables Agent shall have indicated the sole and exclusive right to withdraw funds from time to time in writing the Blocked Accounts and all amounts so collected by the Agent shall be remitted to the Payment Account in accordance with Section 3.7. (or f) At any time other than during a court 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 competent jurisdiction Applica Americas), and the Agent shall have determined) that the Receivables Documents have been terminated 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 monetary obligations in respect thereof have been satisfied. For amounts so collected by the avoidance of doubt, Agent shall be remitted to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Payment Account Agreement, the provisions of this Agreement shall control and be binding in all respectsaccordance with Section 3.7.

Blocked Accounts. The Receivables Agent (for itself i) Borrowers will cause all Gross Revenues to be deposited to the Property Level Blocked Accounts and on behalf shall give irrevocable notices to tenants and other account debtors of Borrowers or the Projects to make all payments made by wire transfer, directly to the applicable Property Level Blocked Account or if by check to the applicable Lockbox. (ii) At Closing, Borrower shall deposit into the Guarantor Level Blocked Account from the proceeds of the Receivables Purchasers Initial Funding Amount the amount of $3,875,000 (the “Project Improvement Funds”), which funds shall be held and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller, disbursed in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest this Agreement. Provided no Default or Event of Lenders Agent, on behalf of itself Default has occurred and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether is continuing hereunder or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the other Loan Documents, Borrower may withdraw funds from the Guarantor Level Blocked Accounts Account for the sole purpose of paying or reimbursing Borrowers for the payment of costs and expenses of Tenant Improvements, Capital Improvements and Leasing Commissions actually incurred by Borrowers. The Project Improvement Funds shall be allocated as follows: (or otherwise notify i) $634,250 for Capital Improvements, (ii) $431,792 for the applicable account banks to take other actions with respect to such Blocked Accounts) unless costs and until the Receivables Agent shall have indicated in writing (or a court expenses of competent jurisdiction shall have determined) that the Receivables Documents have been terminated Tenant Improvements and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, Leasing Commissions actually incurred by Borrower prior to the extent Closing Date and (iii) $2,808,958 for Tenant Improvements and Leasing Commissions in connection with Leases and/or Lease renewals entered into by any of the Borrowers following the Closing Date, capital improvements deemed necessary by Borrowers to lease the Projects or working capital costs and expenses in connection with the operation of the Projects . Funds allocated to one category may not be reallocated to another category without Lender’s prior written consent. Either prior to or promptly after disbursing any inconsistency between Project Improvement Funds from the provisions Guarantor Level Blocked Account, Borrowers shall provide Lender with copies of invoices, lien waivers, applications for payments, cancelled checks, or other evidence of payment of amounts incurred and/or due and payable by Borrowers in connection with any such disbursement. Project Improvement Funds shall be only be disbursed in accordance with this Agreement Section 2.9(b)(ii) and any failure to comply with the provisions terms hereof shall constitute an immediate Event of any Blocked Account Default under this Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. (a) The Receivables Agent (for itself Backup Servicer shall establish and on behalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements maintain with respect to bank accounts held one or more Blocked Account Banks, 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 Receivables Sellerbenefit 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. During the term of the Backup Servicing Agreement (including the term of this Agreement for any period in which the Backup Servicer is the successor Servicer), the Blocked Account Bank for all Blocked Accounts shall be The Bank of New York unless The Bank of New York ceases to be an Eligible Institution. (b) Funds on deposit in a Blocked Account shall be invested overnight in Eligible Investments selected in writing by 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 liable for any loss arising from such investments in Eligible Investments. All such Eligible Investments shall be held for the benefit of the Administrative Agent, for the benefit of the Purchaser and FSA. (c) Each Blocked Account Bank will maintain for the benefit of the Administrative Agent, for the benefit of the Purchaser and FSA, possession of any negotiable instruments or securities evidencing the investment of funds on deposit in the related Blocked Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Blocked Accounts shall be allocated in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereofSection 2.03(c). The Receivable Agent agreesBackup Servicer shall, upon at the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not Seller and the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt consent of the Initial Notification Request, the Lenders Agent may deliver a second notice Controlling Party (the “Final Notification Request”) to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) which consent shall not be entitled to activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubtunreasonably withheld), remit to the extent of any inconsistency between the provisions of this Agreement and the provisions of Seller all amounts on deposit in any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respectsthat do not represent Collections.

Blocked Accounts. The Receivables Agent (for itself a) Each Assignor shall (i) establish and maintain cash management services of a type and on behalf terms as are commercially reasonable at one or more of the Receivables Purchasers Blocked Account Banks listed on Schedule 7 (it being understood and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name agreed that cash management services as of the Receivables SellerIssue Date are satisfactory to Collateral Trustee), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Blocked Account Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the 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 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 the Security Agreement Collateral Trust Agreement, that (i) the “Blocked Account Agreements”) (it being understood that Bank will comply with any instructions originated by Collateral Trustee directing the interest disposition of Lenders Agent, on behalf of itself and Lenders, the funds in such bank accounts and amounts held therein shall extend only Blocked Account without further consent by the applicable Assignor, (ii) the Blocked Account Bank waives, subordinates, or agrees not to Unsold Receivables and Collections exercise any rights of setoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other proceeds in respect thereof). The Receivable Agent agreescharges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) upon the written request instruction of the Lenders Agent Collateral Trustee (an “Initial Notification RequestActivation Instruction”), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that Bank will forward by daily sweep all amounts in the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) applicable Blocked Account to the Receivables Agent asking it Trustee’s Account. Collateral Trustee agrees not to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, issue an Activation Instruction with respect to notify the applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of 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 in accordance with the terms and provisions of the Collateral Trust Agreement. (c) So long as no Default or otherwise notify Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to add or replace a Blocked Account Bank or Blocked Account; provided, however, that prior to the time of the opening of such Blocked Account, the applicable account banks to take other actions with respect to Assignor and such prospective Blocked Accounts) unless and until the Receivables Agent Account Bank shall have indicated in writing (or executed and delivered to Collateral Trustee a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Collateral Agent (for itself ---------------- and on behalf of the Receivables Purchasers and Purchaser Funding Agents) hereby consents to the execution of blocked account agreements (the "Blocked Account Agreements") with respect to bank accounts currently held in the name of the Receivables SellerTransferor, in accordance with the terms Section 5(b)(ii) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders Lender Agent (an “"Initial Notification Request”"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under as contemplated in Section 5(b)(ii)(x) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite Required Lenders to make such Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the “a "Final Notification Request”) "), to the Receivables Agent asking it to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks under as contemplated in Section 5(b)(ii)(x) of the Blocked Account AgreementsSecurity Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice contemplated in Section 5(b)(ii)(x) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.192.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(ii)(x) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Collateral Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Funding Agents) hereby consents to the execution of blocked account agreements (the "Blocked Account Agreements") with respect to bank accounts currently held in the name of the Receivables SellerTransferor, in accordance with the terms Section 5(b) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders Lender Agent (an “"Initial Notification Request”"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under as contemplated in Section 5(b)(i) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite Required Lenders to make such Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the “a "Final Notification Request”) "), to the Receivables Agent asking it to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks under as contemplated in Section 5(b)(i) of the Blocked Account AgreementsSecurity Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice contemplated in Section 5(b)(i) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.192.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(i) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the provisions of this Agreement shall control and be binding in all respects.