Common use of Settlement Items Clause in Contracts

Settlement Items. Secured Parties and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral a Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral the Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked the Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Restricted Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess Section 4 of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item will be paid (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Agent or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account account, a Controlled Balance Account (as defined below) or other deposit account at any time linked to any Collateral Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, Activation Effective Time and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Noticeduring an Activation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral an Account, which, on the Business Day Bank receives prior to an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itActivation Effective Time, which ACH credit entry settles after Bank receives during an Access Termination NoticeActivation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked an Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itActivation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice during an Activation Effective Time. Company and has transferred Collateral Account Funds Agent acknowledge and agree that if there are Linked Accounts not subject to Secured Party under this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. Company agrees “Controlled Balance Account” is a deposit account that is linked to pay all Settlement Item Amounts immediately one or more other deposit accounts in order to allow transfers to be made between such accounts on demandan automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this AgreementBanking Day.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“"Settlement Item Amount”") of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “"Settlement Item” " means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “"Linked Account”"), which Bank cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business after Bank’s 's cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement. 9.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral the Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral the Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked the Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess Section 4 of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Lender and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item will be paid (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Lender or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or account, a Controlled Balance Account (as defined below)or other deposit account at any time linked to any Collateral Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthe Activation Effective Time, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeActivation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral an Account, which, on prior to the Business Day Bank receives an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itActivation Effective Time, which ACH credit entry settles after Bank receives an Access Termination NoticeActivation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked an Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itthe Activation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice Activation Effective Time. Company and has transferred Collateral Account Funds Lender acknowledge and agree that if there are Linked Accounts not subject to Secured Party under this Agreement, that upon commencement of the Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. Company agrees “Controlled Balance Account” is a deposit account that is linked to pay all Settlement Item Amounts immediately one or more other deposit accounts in order to allow transfers to be made between such accounts on demandan automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this AgreementBanking Day.

Settlement Items. Secured Parties Collateral Agent and Company understand and agree that Bank may pay the face amount (“"Settlement Item Amount”") of each Settlement Item will be paid (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Collateral Agent or Company. As used in this Agreement, the term “"Settlement Item” " means (i) each check or other payment order drawn on or payable against any controlled disbursement account or account, a Controlled Balance Account (as defined below)or other deposit account at any time linked to any Collateral Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “"Linked Account”"), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthe Activation Effective Time, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeActivation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral an Account, which, on prior to the Business Day Bank receives an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itActivation Effective Time, which ACH credit entry settles after Bank receives an Access Termination NoticeActivation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked an Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itthe Activation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice Activation Effective Time. Company and has transferred Collateral Account Funds Agent acknowledge and agree that if there are Linked Accounts not subject to Secured Party under this Agreement, that upon commencement of the Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. Company agrees “Controlled Balance Account” is a deposit account that is linked to pay all Settlement Item Amounts immediately one or more other deposit accounts in order to allow transfers to be made between such accounts on demandan automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.Banking Day. DACA with Activation 01-08-12

Settlement Items. Secured Parties Lender and Company understand and agree that Bank may pay the face amount (“Settlement Item AmountAmounts”) of each “Settlement Item will be paid Item” (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Lender or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account account, a “Controlled Balance Account” (as defined below) or other deposit account at any time linked to any Collateral the Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthe Activation Effective Time, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeActivation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral the Account, which, on prior to the Business Day Bank receives an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthe Activation Effective Time, which ACH credit entry settles after Bank receives an Access Termination Noticecommencement of the Activation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked the Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itthe Activation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice Activation Effective Time. Company and has transferred Collateral Lender acknowledge and agree that, if there is a Linked Account Funds not subject to Secured Party under this Agreement, upon commencement of the Activation Effective Time any such Linked Account will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to Company agrees Instructions, in order to pay all Settlement Item Amounts immediately on demandmaintain a specified balance in one or more of any Linked Account, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this AgreementBanking Day.

Settlement Items. Secured Parties Lender and Company understand and agree that Bank may pay the face amount (“"Settlement Item Amount”") of each Settlement Item will be paid (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Lender or Company. As used in this Agreement, the term “"Settlement Item” " means (i) each check or other payment order drawn on or payable against any controlled disbursement account or account, a Controlled Balance Account (as defined below)or other deposit account at any time linked to any Collateral the Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “"Linked Account”"), which Bank takes for deposit or value, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthe Activation Effective Time, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeActivation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral an Account, which, on prior to the Business Day Bank receives an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker's acceptance, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business after Bank’s 's cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itActivation Effective Time, which ACH credit entry settles after Bank receives an Access Termination NoticeActivation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked an Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itthe Activation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice Activation Effective Time. Company and has transferred Collateral Account Funds Lender acknowledge and agree that if there are Linked Accounts not subject to Secured Party under this Agreement, that upon commencement of the Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. Company agrees "Controlled Balance Account" is a deposit account that is linked to pay all Settlement Item Amounts immediately one or more other deposit accounts in order to allow transfers to be made between such accounts on demandan automated basis, pursuant to the Company's instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this AgreementBanking Day.

Settlement Items. Secured Parties Each Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item will be paid (as defined herein) by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties any Agent or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account account, a Controlled Balance Account (as defined below) or other deposit account at any time linked to any Collateral Account by a zero controlled balance account connection or other automated funding mechanism arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, Activation Effective Time and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Noticeduring an Activation Effective Time, (ii) each check or other payment order drawn on or payable against a Collateral an Account, which, on the Business Day Bank receives prior to an Access Termination NoticeActivation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itActivation Effective Time, which ACH credit entry settles after Bank receives during an Access Termination NoticeActivation Effective Time, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked an Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itActivation Effective Time, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice during an Activation Effective Time. Company and has transferred Collateral Account Funds each Agent acknowledge and agree that if there are Linked Accounts not subject to Secured Party under this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. Company agrees “Controlled Balance Account” is a deposit account that is linked to pay all Settlement Item Amounts immediately one or more other deposit accounts in order to allow transfers to be made between such accounts on demandan automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without setoff limitation, zero balance arrangements where transfers are made to a subaccount from a master account or counterclaim, from a subaccount to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent a master account at the time end of each Banking Day in order to maintain a zero balance in such subaccount at the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, (ii) end of such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this AgreementBanking Day.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen five (155) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Agents and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Agents or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on it (such reasonable opportunity not to exceed two (2) Business Days) to act on itDays as defined in section 6), and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeNotice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity to act on it (such reasonable opportunity not to exceed two (2) Business Days) to act on itDays as defined in section 6), which ACH credit entry settles after Bank receives an Access Termination NoticeNotice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on itit (such reasonable opportunity not to exceed two (2) Business Days as defined in section 6), and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below and has transferred Collateral Account Funds to Secured Party the applicable Agent under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on written demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Each Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after written demand on Company by Bank, and (ii) such Notice Agent has received Collateral Account Funds under this Agreement; provided, that such Notice Agreement and any amounts continued to be held in the Collateral Accounts by Bank pursuant to instructions by the Controlling Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts continue to hold all funds in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreementpursuant to Section 4.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral a Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Restricted Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Restricted Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess Section 4 of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Agents and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice to Secured Parties either of the Agents or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral a Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Restricted Account Funds to Secured Party Controlling Agent under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Each Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, and (ii) such Notice Agent has received Collateral Restricted Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess Section 4 of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; Agreement provided, that such Notice Agent Secured Party shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent Secured Party under this Agreement.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice of which shall be provided to Secured Parties or Party and Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral a Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Restricted Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination NoticeUpon the written request of Bank, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written such demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, (ii) such Notice Agent Secured Party has received Collateral Restricted Account Funds under Section 4 of this Agreement; provided, that Agreement and (iii) such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of relate to Settlement Items issued after the aggregate amount of Collateral date on which Secured Party has begun to receive Restricted Account Funds received by such Notice Agent under this AgreementSection 4.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.

Settlement Items. Secured Parties Party and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Restricted Account, without prior notice to Secured Parties Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral a Restricted Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, and which is presented for settlement against the Collateral Restricted Account (after having been presented against the Linked Account) after Bank receives the Access Termination NoticeInstructions, (ii) each check or other payment order drawn on or payable against a Collateral Restricted Account, which, on the Business Day Bank receives an Access Termination Noticethe Instructions, Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access Termination Notice the Instructions and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on itthem, which ACH credit entry settles after Bank receives an Access Termination Noticethe Instructions, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Restricted Account, which Bank has paid or funded prior to receiving an Access Termination Notice the Instructions and having had a reasonable opportunity to act on itthem, and which is first presented for settlement against the Collateral Restricted Account in the ordinary course of business after Bank receives the Access Termination Notice Instructions and has transferred Collateral Account Funds to Secured Party under Section 4 of this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Restricted Account. After Bank receives an Access Termination Notice, the Secured Party that is the Notice Agent at the time the Settlement Item Amounts are incurred agrees to pay all Settlement Item Amounts within fifteen thirty (1530) calendar days after written demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five fifteen (515) calendar days after demand on Company by Bank, and (ii) such Notice Agent Secured Party has received Collateral Account Funds under this Agreement; provided, that such Notice Agent shall not be obligated to pay Returned Items Amounts and Settlement Item Amounts in an amount in excess Section 4 of the aggregate amount of Collateral Account Funds received by such Notice Agent under this Agreement.