Common use of Company Access to the Account Clause in Contracts

Company Access to the Account. Except as otherwise provided in this Section 2 of this Agreement, prior to the “Activation Effective Time” (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by Company concerning the disposition of Funds in the Account (collectively, “Company Instructions”). On and after the Activation Effective Time, Bank shall only honor instructions originated by Lender concerning the disposition of Funds in the Account (“Lender Instructions”) without further consent from Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions may be rescinded or modified without Bank’s consent. Both Lender and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the Activation Effective Time and (ii) commence to solely honor Lender Instructions at any time or from time to time after Bank becomes aware that Lender has sent to Bank the “Activation Notice” (as defined below) even if prior to the Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account.

Company Access to the Account. Except as otherwise provided in this Section 2 of this the Agreement, prior to the an “Activation Effective Time” (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by the Company concerning the disposition of Funds in the Account (collectively, “Company Instructions”). On and after the each Activation Effective TimeTime until termination of such Activation Effective Time as provided in Section 3, Bank shall only honor instructions originated by Lender Agent concerning the disposition of Funds in the Account (“Lender Agent Instructions”) without further consent from the Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions Agent Instruction may be rescinded or modified without Bank’s consent, except Agent may terminate the Activation Effective Time as provided in this Agreement. Both Lender Agent and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions Instruction or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the an Activation Effective Time and (ii) commence to solely honor Lender Agent’s Instructions at any time or from time to time after Bank becomes aware that Lender Agent has sent to Bank the “Activation Notice” Notice (as defined below) even if prior to the an Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the an Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account. For purposes hereof, and notwithstanding anything to the contrary in this agreement, each “Activation Effective Time” shall commence upon the opening of business on the second Banking Day (as defined below) following the Banking Day on which a notice purporting to be signed by Agent in substantially the form of Exhibit A-1 and sent to the location of Bank to which Agent is required hereunder to send the Activation Notice, with a copy of this Agreement attached (an “Activation Notice”) is received by the Bank; provided, however, that if such Activation Notice is received on any day after 12:00 noon, eastern time, such Activation Notice shall be deemed to have been received on the next Banking Day. A “Banking Day” is any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be closed. Within a reasonable time, after commencement of each Activation Effective Time and continuing on each Banking Day thereafter, Bank shall wire transfer all immediately available Funds (other than the Retained Balance provided in Section 15(i) below) in the Account to the account specified by Agent in the Activation Notice. In the event Agent requests in writing a change to the wire transfer instructions provided to Bank in the Activation Notice by sending a written notice in substantially the form of Exhibit B and sent to the location of Bank to which Agent is required hereunder to send the Activation Notice to Bank to the location set forth hereunder, any such change requested by Agent shall commence no later than the opening of business on the second Banking Day following the Banking Day on which such notice is received by the Bank; provided, however, that if such notice is received on any day after 12:00 noon, eastern time, such notice shall be deemed to have been received on the next Banking Day. Funds are not available if (i) they are not available pursuant to Bank’s funds availability policy as set forth in the Account Related Agreements or (ii) in the reasonable determination of Bank, (A) they are subject to hold, dispute or a binding order, judgment, decree or injunction or a garnishment, restraining notice or other legal process directing or prohibiting or otherwise restricting, the disposition of the Funds in the Account or (B) the transfer of such Funds would result in Bank failing to comply with a statute, rule or regulation.

Company Access to the Account. Except as otherwise provided in this Section 2 of this the Agreement, prior to the “Activation Effective Time” Time (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by the Company concerning the disposition of Funds in the Account (collectively, “"Company Instructions”"). On and after the Activation Effective Time, Bank shall only honor instructions originated by Lender Collateral Agent concerning the disposition of Funds in the Account (“Lender "Collateral Agent Instructions”") without further consent from the Company or any other person or entity and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions Collateral Agent Instruction may be rescinded or modified without Bank’s 's consent. Both Lender Collateral Agent and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions Instruction or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the Activation Effective Time and (ii) commence to solely honor Lender Collateral Agent’s Instructions at any time or from time to time after Bank becomes aware that Lender Collateral Agent has sent to Bank the “Activation Notice” Notice (as defined below) even if prior to the Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account. For purposes hereof, and notwithstanding anything to the contrary in this agreement, the "Activation Effective Time" shall commence upon the opening of business on the second Banking Day (as defined below) following the Banking Day on which a notice purporting to be signed by Collateral Agent in substantially the form of Exhibit A is delivered to the location of Bank to which Collateral Agent is required hereunder to send the Activation Notice, with a copy of this Agreement attached (the "Activation Notice"), is acknowledged by the Bank within a reasonable time after receipt of such Activation Notice, not to exceed two Banking Days provided, however, that if such receipt is acknowledged on any day after 12:00 noon, eastern time, the acknowledgement shall be deemed to have occurred on the next Banking Day. A "Banking Day" is any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be closed. DACA with Activation 01-08-12 Within a reasonable time, after commencement of the Activation Effective Time and continuing on each Banking Day thereafter, Bank shall wire transfer all immediately available Funds in the Account to the account specified by Collateral Agent in the Activation Notice. In the event Collateral Agent requests in writing a change to the wire transfer instructions provided to Bank in the Activation Notice by sending a written notice in substantially the form of Exhibit B and sent to the location of Bank to which Collateral Agent is required hereunder to send the Activation Notice to Bank to the location set forth hereunder, any such change requested by Collateral Agent shall commence within a reasonable time, but no earlier than two Banking Days, after the opening of business on the second Banking Day following the Banking Day on which such notice is acknowledged by Bank; provided, however, that if such receipt is acknowledged on any day after 12:00 noon, eastern time, the acknowledgement shall be deemed to have occurred on the next Banking Day. Funds are not available if (i) they are not available pursuant to Bank’s funds availability policy as set forth in the Account Related Agreements or (ii) in the reasonable determination of Bank, (A) they are subject to hold, dispute or a binding order, judgment, decree or injunction or a garnishment, restraining notice or other legal process directing or prohibiting or otherwise restricting, the disposition of the Funds in the Account or (B) the transfer of such Funds would result in Bank failing to comply with a statute, rule or regulation.

Company Access to the Account. Except as otherwise provided in this Section 2 of this Agreement, prior to the “Activation Effective Time” (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by Company concerning the disposition of Funds in the Account (collectively, “Company Instructions”). On and after the Activation Effective Time, Bank shall only honor instructions originated by Lender Collateral Agent concerning the disposition of Funds in the Account (“Lender Collateral Agent Instructions”) without further consent from Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Collateral Agent Instructions may be rescinded or modified without Bank’s consent. Both Lender Collateral Agent and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the Activation Effective Time and (ii) commence to solely honor Lender Collateral Agent Instructions at any time or from time to time after Bank becomes aware that Lender Collateral Agent has sent to Bank the “Activation Notice” (as defined below) even if prior to the Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account.

Company Access to the Account. Except as otherwise provided in this Section 2 of this the Agreement, prior to the “Activation Effective Time” Time (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by the Company concerning the disposition of Funds in the Account (collectively, “Company Instructions”). On and after the Activation Effective Time, Bank shall only honor instructions originated by Lender concerning the disposition of Funds in the Account (“Lender Instructions”) without further consent from the Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions Instruction may be rescinded or modified without Bank’s consent. Both Lender and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions Instruction or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the Activation Effective Time and (ii) commence to solely honor Lender Lender’s Instructions at any time or from time to time after Bank becomes aware that Lender has sent to Bank the “Activation Notice” (as defined below) effective date of this Agreement even if prior to the Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account. For purposes hereof, and notwithstanding anything to the contrary in this Agreement, the “Activation Effective Time” shall commence upon the opening of business on the second Banking Day (as defined below) following the Banking Day on which this Agreement becomes effective; provided, however, that if this Agreement is executed on any day after 12:00 noon, eastern time, this Agreement shall be deemed to be effective on the next Banking Day. A “Banking Day” is any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be closed. Within a reasonable time, after commencement of the Activation Effective Time and continuing on each Banking Day thereafter, Bank shall wire transfer all immediately available Funds in the Account to the account specified below: Bank Name: N/A Bank Address: N/A ABA No.: N/A Account Name: N/A Account No.: N/A Beneficiary’s Name: N/A In the event Lender requests in writing a change to the above wire transfer instructions by sending a written notice to Bank in substantially the form of Exhibit A and sent to the location set forth hereunder, any such change requested by Lender shall commence within a reasonable time, but no earlier than two Banking Days, after the opening of business on the second Banking Day following the Banking Day on which such notice is acknowledged by Bank; provided, however, that if such receipt is acknowledged on any day after 12:00 noon, eastern time, the acknowledgement shall be deemed to have occurred on the next Banking Day. Funds are not available if (i) they are not available pursuant to Bank’s funds availability policy as set forth in the Account Related Agreements or (ii) in the reasonable determination of Bank, (A) they are subject to hold, dispute or a binding order, judgment, decree or injunction or a garnishment, restraining notice or other legal process directing or prohibiting or otherwise restricting, the disposition of the Funds in the Account or (B) the transfer of such Funds would result in Bank failing to comply with a statute, rule or regulation.

Company Access to the Account. Except as otherwise provided in this Section 2 of this the Agreement, prior to the an “Activation Effective Time” (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by the Company concerning the disposition of Funds in the Account (collectively, “Company Instructions”). On and after the each Activation Effective TimeTime until termination of such Activation Effective Time as provided in Section 3, Bank shall only honor instructions originated by Lender the Notice Agent (as defined below) concerning the disposition of Funds in the Account (“Lender Agent Instructions”) without further consent from the Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions Agent Instruction may be rescinded or modified without Bank’s consent, except Notice Agent may terminate the Activation Effective Time as provided in this Agreement. Both Lender Each Agent and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions Instruction or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the an Activation Effective Time and (ii) commence to solely honor Lender Notice Agent’s Instructions at any time or from time to time after Bank becomes aware that Lender Notice Agent has sent to Bank the “Activation Notice” Notice (as defined below) even if prior to the an Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the an Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account.

Company Access to the Account. Except as otherwise provided in this Section 2 of this the Agreement, prior to the “Activation Effective Time” Time (as defined below) Bank may honor withdrawal, payment, transfer, or other instructions originated by the Company concerning the disposition of Funds in the Account (collectively, “"Company Instructions”"). On and after the Activation Effective Time, Bank shall only honor instructions originated by the Lender concerning the disposition of Funds in the Account (“"Lender Instructions”") without further consent from the Company and Company shall have no right or ability to access, withdraw or transfer Funds from the Account. Except as provided herein, no Lender Instructions Instruction may be rescinded or modified without Bank’s 's consent. Both the Lender and Company acknowledge that Bank may, without liability, (i) comply with any Company Instructions Instruction or otherwise complete a transaction involving the Account that Bank or an affiliate had started to process before the Activation Effective Time and (ii) commence to solely honor Lender Instructions at any time or from time to time after Bank becomes aware that Lender has sent to Bank the “Activation Notice” Notice (as defined below) even if prior to the Activation Effective Time (including without limitation halting, reversing or redirection of any transaction), which actions (under (i) and/or (ii)) shall not, in any way, affect the commencement of the Activation Effective Time. The Account may receive merchant card deposits and chargebacks. Company acknowledges and agrees that upon commencement of the Activation Effective Time, chargebacks may be blocked from debiting the Account. For purposes hereof, and notwithstanding anything to the contrary in this agreement, the "Activation Effective Time" shall commence upon the opening of business on the second Banking Day (as defined below) following the Banking Day on which the receipt of a notice purporting to be signed by Lender in substantially the form of Exhibit A and sent to the location of Bank to which the Lender is required hereunder to send the Activation Notice, with a copy of this Agreement attached (an "Activation Notice"), is acknowledged by the Bank; provided, however, that if such receipt is acknowledged on any day after 12:00 noon, eastern time, the acknowledgement shall be deemed to have occurred on the next Banking Day. A "Banking Day" is any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be closed. Within a reasonable time, but not later than two Banking Days after commencement of the Activation Effective Time and continuing on each Banking Day thereafter, Bank shall wire transfer all immediately available Funds in the Account to the account specified by Lender in the Activation Notice. In the event the Lender requests in writing a change to the wire transfer instructions provided to Bank in the Activation Notice by sending a written notice to Bank to the location set forth hereunder, any such change requested by Lender shall commence within a reasonable time, but no earlier than two Banking Days, after the opening of business on the second Banking Day following the Banking Day on which such notice is acknowledged by Bank; provided, however, that if such receipt is acknowledged on any day after 12:00 noon, eastern time, the acknowledgement shall be deemed to have occurred on the next Banking Day. Funds are not available if (i) they are not available pursuant to Bank's funds availability policy as set forth in the Account Related Agreements or (ii) in the reasonable determination of Bank, (A) they are subject to hold, dispute or a binding order, judgment, decree or injunction or a garnishment, restraining notice or other legal process directing or prohibiting or otherwise restricting, the disposition of the Funds in the Account or (B) the transfer of such Funds would result in Bank failing to comply with a statute, rule or regulation.