Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. (1) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the 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 Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) 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 on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such day.

Blocked Accounts. The Receivables Agent (1for itself and on behalf of the Receivables Purchasers and Purchaser Agents) Upon delivery 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 Section 5.2(p)the terms of the applicable Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Controlling Agent, on behalf of itself and the Borrower Controlling Lenders, in such bank accounts and each other Credit Party amounts held therein shall (i) forthwith upon receipt, pay all cash receipts extend only to Unsold Receivables and deposit all cheques Collections and other payments and amounts of any kind whatsoeverproceeds in respect thereof). The Receivable Agent agrees, including all proceeds of Collateral, insurance and reinsurance, into upon 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 written request of the CollateralControlling Agent (an “Initial Notification Request”), to pay 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 amounts directly termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the 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 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 Controlling Agent may deliver a second notice (the “Final Notification Request”) to the appropriate Blocked Account. (2) Upon Receivables Agent asking it to provide a written response stating whether or not the occurrence of a Default or an Event of Default (each Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such timetermination and satisfaction have occurred, an “Activating Event”), to notify the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to 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, deliver notice the Controlling Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the depository bank with 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 Controlling Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to one or more activate any of the Blocked Accounts (an “Activating Notice”) instructing it or otherwise notify the applicable account banks to accept instructions exclusively from the Collateral Agent take other actions with respect to such Blocked Accounts. ) unless and until the Receivables Agent shall have indicated in writing (3or a court of competent jurisdiction shall have determined) On each Business Day during which an Activating Notice is that the Receivables Documents have been terminated and all monetary obligations in effectrespect 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 Collateral Agent shall, at the direction provisions of the Majority Lenders, apply this Agreement shall control and be binding in 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 on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayrespects.

Blocked Accounts. The Receivables Agent (1for itself and on behalf of the Receivables Purchasers and Purchaser Agents) Upon delivery 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 Section 5.2(p)the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, the Borrower on behalf of itself and each other Credit Party Lenders, in such bank accounts and amounts held therein shall (i) forthwith upon receipt, pay all cash receipts extend only to Unsold Receivables and deposit all cheques Collections and other payments and amounts of any kind whatsoeverproceeds in respect thereof). The Receivable Agent agrees, including all proceeds of Collateral, insurance and reinsurance, into upon 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 written request of the CollateralLenders Agent (an “Initial Notification Request”), to pay 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 amounts directly 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 appropriate Blocked Account. (2) Upon Receivables Agent asking it to provide a written response stating whether or not the occurrence of a Default or an Event of Default (each Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such timetermination and satisfaction have occurred, an “Activating Event”), to notify the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to 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, deliver notice the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the depository bank with 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 one or more activate any of the Blocked Accounts (an “Activating Notice”) instructing it or otherwise notify the applicable account banks to accept instructions exclusively from the Collateral Agent take other actions with respect to such Blocked Accounts. ) unless and until the Receivables Agent shall have indicated in writing (3or a court of competent jurisdiction shall have determined) On each Business Day during which an Activating Notice is that the Receivables Documents have been terminated and all monetary obligations in effectrespect 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 Collateral Agent shall, at the direction provisions of the Majority Lenders, apply this Agreement shall control and be binding in 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 on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayrespects.

Blocked Accounts. At the request of the Agent which may be made ---------------- at any time upon the occurrence and for so long as an Event of Default is continuing, the Borrower shall establish blocked account arrangements and depository accounts (1collectively, the "Blocked Accounts") Upon delivery of with such depository ---------------- institutions that receive payments or remittances with respect to the Borrower's or any Subsidiary's Accounts, or such other depository institutions as the Agent may determine, pursuant to blocked account agreements and subject to irrevocable instructions in accordance form and substance satisfactory to the Agent, and in which the Borrower shall immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including, without limitation, remittances with respect to the Borrower's or any Subsidiary's Accounts) in the identical form in which such payment is made, whether by cash, check or otherwise, duly endorsed for collection, if necessary. Pursuant to the aforementioned irrevocable instructions and blocked account agreements, all amounts held or deposited in the Blocked Accounts, upon collection of good funds in such Blocked Accounts, shall be wire transferred (or, at the Agent's election, transferred via ACH) to the Agent at its Payment Office as Agent may specify in writing and, upon becoming available funds, shall be applied first to pay any Obligations (other than principal or interest on the ----- Loans) then due and payable and second to reduce the then outstanding principal ------ balance of Swingline Loans and Revolving Loans pursuant to Section 5.2(p)4.01. If at ------------ any time the then outstanding balance of Swingline Loans and Revolving Loans shall be zero and no other Obligations are then due and payable, the Borrower and each other Credit Party shall (i) forthwith upon receiptAgent shall, on the Business Day following the Borrower's request, 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 over to the Borrower or Credit Partyamounts received by the Agent from the Blocked Accounts constituting available funds in excess of Obligations then due and payable (provided, 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 Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of that if a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (shall have occurred and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) 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”)be continuing, such Surplus Amount amounts shall also be deemed to be held in trust by the Collateral Agent for excess of all Letter of Credit Outstandings and on behalf of the Borrower other outstanding Obligations, whether or not then due and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such daypayable).