Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. Borrower (or Servicer on its behalf) shall ensure that all collections of Receivables and the proceeds of all other Collateral are deposited into the Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked Account.

Blocked Accounts. (i) Borrowers will cause all Gross Revenues to be deposited to the Property Level Blocked Accounts and shall give irrevocable notices to tenants and other account debtors of Borrowers or the Projects to make all payments made by wire transfer, directly to the applicable Property Level Blocked Account or if by check to the applicable Lockbox. (ii) At Closing, Borrower (or Servicer on its behalf) shall ensure that all collections of Receivables and deposit into the Guarantor Level Blocked Account from the proceeds of all other Collateral are deposited into the Blocked Account on Initial Funding Amount the day amount of receipt thereof or$3,875,000 (the “Project Improvement Funds”), if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all which funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held and disbursed in trust accordance with the terms of this Agreement. Provided no Default or Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may withdraw funds from the Guarantor Level Blocked Account for the sole purpose of paying or reimbursing Borrowers for the payment of costs and expenses of Tenant Improvements, Capital Improvements and Leasing Commissions actually incurred by BorrowerBorrowers. The Project Improvement Funds shall be allocated as follows: (i) $634,250 for Capital Improvements, Servicer or any Related Party until deposited into (ii) $431,792 for the Blocked Account. If a credit balance exists with respect costs and expenses of Tenant Improvements and Leasing Commissions actually incurred by Borrower prior to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms Closing Date and conditions of this Section 3.9, such credit balance shall not accrue interest (iii) $2,808,958 for Tenant Improvements and Leasing Commissions in favor connection with Leases and/or Lease renewals entered into by any of the BorrowerBorrowers following the Closing Date, capital improvements deemed necessary by Borrowers to lease the Projects or working capital costs and expenses in connection with the operation of the Projects . Any interest accrued on Funds allocated to one category may not be reallocated to another category without Lender’s prior written consent. Either prior to or promptly after disbursing any Project Improvement Funds from the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Guarantor Level Blocked Account, whether Borrowers shall provide Lender with copies of invoices, lien waivers, applications for payments, cancelled checks, or not other evidence of payment of amounts incurred and/or due and payable by Borrowers in fact endorsed by the Servicerconnection with any such disbursement. Upon Lender’s request Project Improvement Funds shall be only be disbursed in accordance with this Section 2.9(b)(ii) and any time hereafter, Borrower agrees failure to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables comply with the proceeds terms hereof shall constitute an immediate Event of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked AccountDefault under this Agreement.

Blocked Accounts. Borrower (a) Following the occurrence and during the continuance of any DCL Payment Failure (other than a DCL Other Payment Failure that is a Good Faith Contested Payment), Guarantee Fees, Reinsurance Proceeds, subrogation recoveries, reimbursement recoveries and any other amounts payable by any party to DCL under this Agreement or any other Separation Document or the MTN Business Transaction Documents (other than the FSA Global Swaps and the Cypress Swaps) will be deposited by such party (or Servicer on its behalfby DCL if such party fails to so deposit such amounts) shall ensure into the Cash Trapping Account; provided that all collections of Receivables amounts owed by an FSA Party under Sections 2.2(a) and the proceeds of all other Collateral are 2.2(c) will be paid directly to DCL and not deposited into the Blocked Cash Trapping Account unless a DCL Guaranty Payment Failure has occurred and is continuing. (b) Any amounts on deposit in the day Cash Trapping Account will be applied by FSA in the following order of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant priority: (first) to the Blocked Account relevant FSA Party, in satisfaction of amounts due and payable to such FSA Party in respect of any DCL Guaranty Payment Failures, (second) to DCL, in satisfaction of amounts due and payable by such FSA Party under Sections 2.2(a) and 2.2(c) and (third) to the FSA Parties, in satisfaction of any other amounts due and payable to the FSA Parties under this Agreement or otherwise, and any other Separation Document (other than a DCL Other Payment Failure that is a Good Faith Contested Payment). After all amounts required to be paid by DCL to FSA have been paid (and any required DCL Collateral has been posted to the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit thereinCollateral Posting Account), and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, no other DCL Default or otherwise transfer, in immediately available fundsDCL Event of Default has occurred and is continuing, all funds received or amounts payable to DCL under the Separation Documents shall be paid directly to DCL and shall not be deposited into the Blocked Account to the Collection Cash Trapping Account. Borrower hereby confirms and agrees that all Any amounts deposited on deposit in the Blocked Collateral Posting Account and may be applied by the applicable FSA Party only in accordance with Section 5.3(b) to satisfy DCL Guaranty Payment Failures. (c) For the avoidance of doubt, the deposit of any other funds received and collected by any Secured Party, whether as proceeds of DCL Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred not relieve FSA Global, Premier, Cypress or DCL of any of their respective obligations to make timely payments in accordance with the terms of this Agreement, the FSA Global DCL Guarantees, the Indemnification Agreement, the Insurance and Indemnity Agreements or any other Separation Document. (d) DCL hereby grants a first priority security interest to the Collection FSA Parties in all of DCL’s right, title and interest in the DCL Collateral (a) in the case of the DCL Collateral deposited into or otherwise credited to the Collateral Posting Account, as provided above. All items deposited to secure DCL’s obligation to satisfy any DCL Guaranty Payment Failure under the FSA Global DCL Guarantees and (b) in the Blocked Account shall be subject case of the DCL Collateral deposited into or otherwise credited to final payment. If any such item is returned uncollectedthe Cash Trapping Account, the Borrower will immediately to secure DCL’s obligation to pay the amount of amounts described in Section 2.11(b). DCL shall take reasonable actions deemed necessary or desirable by any FSA Party or that item, or such bank at its discretion may charge any uncollected item are required by applicable law to continue the Servicer’s commercial account or other accountFSA Parties’ first priority perfected security interest in the DCL Collateral. The Servicer FSA Parties shall be liable as an endorser on all items deposited in have the Blocked Account, whether or not in fact endorsed by rights and remedies of a secured party under the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked AccountUCC.

Blocked Accounts. (a) Subject to clause (b) below, at all times during the term of this Agreement, Borrower and each of its Subsidiaries will maintain Blocked Accounts as required by Section 2.11 hereof, and, within ninety (90) days after the Closing Date (or Servicer on its behalf) shall ensure that all collections of Receivables and the proceeds of all other Collateral are deposited into the Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant such longer period as agreed to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter), Borrower shall ensure that will direct all collections and other Receipts to such Blocked Accounts in accordance with Section 2.12 hereof. (b) Within ninety (90) days after the Closing Date (or such longer period as agreed to by Lender in its sole discretion), each Loan Party will, and will cause each of Receivables with the proceeds of other Collateral its Subsidiaries to, cause all commodity accounts, deposit accounts and securities accounts (in each case, excluding those accounts which are paid directly Excluded Accounts) held by the Obligors Loan Parties as of the Closing Date to be subject to a Control Agreement in favor of Lender, in form and substance reasonably satisfactory to Lender, which provides that Lender shall have exclusive “Control” (as defined in the Lockbox. To UCC) of such account. (c) Each Loan Party will, with respect to each deposit account, securities account and commodity account (in each case, excluding those accounts which are Excluded Accounts) that such Loan Party at any time opens, maintains or acquires after the extent that Closing Date, substantially contemporaneously with (or by such later time as agreed to by the Lender in its reasonable discretion), the opening, creation or acquisition of such deposit account, securities account or commodity account (in each case, excluding those accounts which are Excluded Accounts), enter into any Receivables collections or other proceeds of Collateral are not sent directly Control Agreement in form and substance satisfactory to the Lockbox but are received by Borrower or any Related PartyLender, Borrower pursuant to which such Control Agreement shall cause the depository bank that maintains such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereofdeposit account, in the form receivedsecurities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Lockbox Lender to such depository bank, securities intermediary or Blocked Accountcommodities intermediary directing the disposition of funds from time to time credited to such deposit account, securities account or commodity account, without further consent of such Loan Party. No Loan Party shall permit any deposit account, securities account or commodity account excluded from the requirements of this Section 4.13 as a result of such deposit account, securities account or commodity account constituting an Excluded Account to cease to qualify as an Excluded Account unless and until such account is subject to a Control Agreement.

Blocked Accounts. Borrower (a) Each Assignor shall (i) establish and maintain cash management services of a type and on terms as are commercially reasonable at one or Servicer more of the Blocked Account Banks listed on its behalf) Schedule 7 (it being understood and agreed that cash management services as of the Issue Date are satisfactory to Collateral Trustee), and shall take reasonable steps to ensure that all collections of Receivables its and its Subsidiaries’ Account Debtors forward payment of the proceeds amounts owed by them directly to such Blocked Account Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all other Collateral are deposited of their Collections (including those sent directly by their Account Debtors to an Assignor) into a bank account of such Assignor (each, a “Blocked Account”) at one of the Blocked Account on Banks. (b) Each Assignor shall establish and maintain Blocked Account Agreements with Collateral Trustee and the day applicable Blocked Account Bank, in form and substance reasonably acceptable to Collateral Trustee. Each such Blocked Account Agreement shall provide, among other things, and in each case in accordance with the terms and provisions of receipt thereof orthe Collateral Trust Agreement, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to that (i) the Blocked Account Agreement or otherwiseBank will comply with any instructions originated by Collateral Trustee directing the disposition of the funds in such Blocked Account without further consent by the applicable Assignor, that (ii) the depository bank has no Lien uponBlocked Account Bank waives, subordinates, or right agrees not to exercise any rights of set off againstsetoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) upon the instruction of Collateral Trustee (an “Activation Instruction”), the Blocked Account or Bank will forward by daily sweep all amounts in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the applicable Blocked Account to the Collection Trustee’s Account. Borrower hereby confirms and Collateral Trustee agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists not to issue an Activation Instruction with respect to the Blocked Account as Accounts unless an Event of Default has occurred and is continuing at the result of collections of Receivables or proceeds of other Collateral pursuant to time such Activation Instruction is issued and such instruction is otherwise in accordance with the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor provisions of the Borrower. Any interest accrued on the Collateral Trust Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to add or replace a Blocked Account shall be transferred Bank or Blocked Account; provided, however, that prior to the Collection Account, as provided above. All items deposited in time of the Blocked Account shall be subject to final payment. If any opening of such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees applicable Assignor and such prospective Blocked Account Bank shall have executed and delivered to establish and maintain Collateral Trustee a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked AccountAccount Agreement.

Blocked Accounts. (a) After the occurrence and during the continuance of an Event of Default, the Lender may send a notice of assignment or notice of security interest to any and all of the Borrower’s Account Debtors and, thereafter, the Lender shall have the sole right to collect the Accounts and Payment Intangibles (as that term is defined in the UCC, as defined in the Guarantee and Collateral Agreement) of the Borrower (or Servicer on its behalf) shall ensure that all collections take possession of Receivables the Collateral and the proceeds books and records relating thereto. After the occurrence and during the continuation of an Event of Default, the Borrower and its Subsidiaries shall not, without prior written consent of the Lender, grant any extension of time of payment of any Account or Payment Intangible, compromise or settle any Accounts or Payment Intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (b) The Borrower hereby appoints Lender as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts or Payment Intangibles of the Borrower, (ii) sign the Borrower’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts or Payment Intangibles of the Borrower, drafts against Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, assignments and verifications of Accounts or Payment Intangibles and notices to Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, (iii) send verification of Accounts of the Borrower, and (iv) notify the U.S. Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as Lender may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Obligations are paid in full and all of the Commitments are terminated. (c) Nothing herein contained shall be construed to constitute Lender as agent of the Borrower for any purpose whatsoever, and Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral are deposited into wherever the Blocked Account on same may be located and regardless of the day cause thereof (other than from acts of receipt omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts of the Borrower or any instrument received in payment thereof or, if not or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a Business Day, on the next following Business Dayfinal judgment of a court of competent jurisdiction). The Borrower will ensureLender, pursuant to the Blocked Account Agreement by anything herein or in any assignment or otherwise, that does not assume any of the depository bank has no Lien upon, obligations under any contract or right of set off against, the Blocked Account or agreement assigned to Lender and shall not be responsible in any Items from time to time on deposit therein, and that automatically, on each Business Day way for the depository bank maintaining performance by the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and of any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor thereof. (d) If any Account or Payment Intangible of the Borrower. Any interest accrued on the Blocked Account shall be transferred Borrower includes a charge for any tax payable to the Collection Accountany governmental agency or authority, as provided above. All items deposited Lender is hereby authorized (but in the Blocked Account shall be subject no event obligated) in its discretion to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item thereof to the Servicerproper taxing authority for the Borrower’s commercial account or other accountand to charge the Borrower therefor. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections notify Lender if any Account or Payment Intangible of Receivables with the proceeds of other Collateral are paid directly by the Obligors Borrower includes any taxes due to the Lockbox. To the extent that any Receivables collections such governmental agency or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereofauthority and, in the form receivedabsence of such notice, Lender shall have the right to retain the Lockbox full proceeds of such Account or Blocked AccountPayment Intangible and shall not be liable for any taxes that may be due by reason of such Account or Payment Intangible.

Blocked Accounts. Borrower The Receivables Collateral Agent (or Servicer for itself and on its behalfbehalf of the Receivables Purchasers and Funding Agents) shall ensure that all collections hereby consents to the execution of Receivables and blocked account agreements (the proceeds of all other Collateral are deposited into the "Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists Agreements") with respect to bank accounts currently held in the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor name of the Borrower. Any interest accrued on Transferor, in accordance with Section 5(b) of the Blocked Account shall be transferred to Security Agreement (it being understood that the Collection Account, as provided above. All items deposited Lender Interest in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item accounts and amounts held therein shall extend only to the Servicer’s commercial account or Unsold Receivables and Collections and other accountproceeds in respect thereof). The Servicer shall be liable as Receivables Collateral Agent agrees, upon the written request of the Lender Agent (an endorser on all items deposited in the Blocked Account"Initial Notification Request"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in fact endorsed full and, if such termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement (it being understood that the Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by the ServicerRequired Lenders to make such Initial Notification Request). Upon Lender’s If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five Business Days of the effectiveness of such Initial Notification Request, the Lender Agent may deliver a Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (a "Final Notification Request"), to state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent to comply with, such Final Notification Request within three Business Days of the effectiveness of such Final Notification Request, the Lender Agent shall be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time hereafterperiods allowed herein for such response, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure written response states that the Receivables Documents have not terminated or that all collections monetary obligations in respect thereof have not been satisfied, the Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement unless and until the Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the benefit of Lender Receivables Documents have terminated and to be deposited within one (1) Business Day of receipt thereof, all monetary obligations in the form received, to the Lockbox or Blocked Accountrespect thereof have been satisfied.

Blocked Accounts. Borrower (or Servicer on its behalf) shall ensure Each Loan Party Obligor hereby represents and warrants that all collections Deposit Accounts and all other depositary and other accounts maintained by each Loan Party Obligor as of Receivables the Closing Date are described in Section 3 of the Disclosure Schedule, which description includes for each such account the name of the Loan Party Obligor maintaining such account, the name, of the financial institution at which such account is maintained, the account number, and the proceeds purpose of such account. After the Closing Date, no Loan Party Obligor shall open any new Deposit Accounts or any other depositary or other accounts without the prior written consent of Lender and without updating Section 3 of the Disclosure Schedule to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Disclosure Schedule as being a Restricted Account (and each Loan Party Obligor hereby represents and warrants that each such account shall at all other Collateral are deposited into times meet the Blocked requirements set forth in the definition of Restricted Account on the day of receipt thereof orto qualify as a Restricted Account). Each Loan Party Obligor will, if not a Business Dayat its expense, on the next following Business Day. The Borrower will ensure, pursuant to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items establish (and revise from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transferas Lender may require in its Permitted Discretion) procedures acceptable to Lender, in immediately available fundsLender’s Permitted Discretion, for the collection of checks, wire transfers and all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of all of such Loan Party Obligor’s Accounts and other Collateral (“Collections”), which shall be held include depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained in trust by Borrowerthe name of such Loan Party Obligor (but as to which Lender has exclusive access) or, Servicer or any Related Party until at Lender’s option, in the name of Lender (each, a “Blocked Account”), under an arrangement acceptable to Lender with a depository bank acceptable to Lender, pursuant to which all funds deposited into each Blocked Account are to be transferred to Lender in such manner, and with such frequency, as provided in the Cash Management Order, . Each Loan Party Obligor agrees to execute, and to cause its depository banks and other account holders to execute, such Blocked Account. If a credit balance exists Account control agreements and other documentation as Lender shall require from time to time in connection with the foregoing, all in form and substance acceptable to Lender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the Blocked Account as date hereof, or prior to any such account being opened with respect to any such account opened after the result of collections of Receivables or proceeds of other Collateral pursuant date hereof, in each case excluding Restricted Accounts. Prior to the terms and conditions of this Section 3.9Closing Date, such credit balance Borrowing Agent shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable deliver to Lender a complete and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with executed Authorized Accounts form regarding Borrower’s operating account(s) into which the proceeds of other Collateral Loans are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, paid in the form received, to the Lockbox or Blocked Accountof Exhibit D annexed hereto.

Blocked Accounts. Borrower (a) Each Assignor shall (i) establish and maintain cash management services of a type and on terms as are commercially reasonable at one or Servicer more of the Blocked Account Banks listed on its behalf) Schedule 7 (it being understood and agreed that cash management services as of the Issue Date are satisfactory to Collateral Trustee), and shall take reasonable steps to ensure that all collections of Receivables its and its Subsidiaries' Account Debtors forward payment of the proceeds amounts owed by them directly to such Blocked Account Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all other Collateral are deposited of their Collections (including those sent directly by their Account Debtors to an Assignor) into a bank account of such Assignor (each, a "Blocked Account") at one of the Blocked Account on Banks. (b) Each Assignor shall establish and maintain Blocked Account Agreements with Collateral Trustee and the day applicable Blocked Account Bank, in form and substance reasonably acceptable to Collateral Trustee. Each such Blocked Account Agreement shall provide, among other things, and in each case in accordance with the terms and provisions of receipt thereof orthe Collateral Trust Agreement, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to that (i) the Blocked Account Agreement or otherwiseBank will comply with any instructions originated by Collateral Trustee directing the disposition of the funds in such Blocked Account without further consent by the applicable Assignor, that (ii) the depository bank has no Lien uponBlocked Account Bank waives, subordinates, or right agrees not to exercise any rights of set off againstsetoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) upon the instruction of Collateral Trustee (an "Activation Instruction"), the Blocked Account or Bank will forward by daily sweep all amounts in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the applicable Blocked Account to the Collection Trustee's Account. Borrower hereby confirms and Collateral Trustee agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists not to issue an Activation Instruction with respect to the Blocked Account as Accounts unless an Event of Default has occurred and is continuing at the result of collections of Receivables or proceeds of other Collateral pursuant to time such Activation Instruction is issued and such instruction is otherwise in accordance with the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor provisions of the Borrower. Any interest accrued on the Collateral Trust Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to add or replace a Blocked Account shall be transferred Bank or Blocked Account; provided, however, that prior to the Collection Account, as provided above. All items deposited in time of the Blocked Account shall be subject to final payment. If any opening of such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees applicable Assignor and such prospective Blocked Account Bank shall have executed and delivered to establish and maintain Collateral Trustee a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked AccountAccount Agreement.

Blocked Accounts. Borrower The Receivables Agent (or Servicer for itself and on its behalfbehalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller (the "Blocked Account Agreements"), in accordance with the terms of the Security Agreement (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall ensure that all collections of extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the proceeds written request of the Lenders Agent (an "Initial Notification Request"), to provide a written response stating whether or not the Receivables Documents have been terminated and all other Collateral are deposited into monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account on Agreements (it being understood that the day 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 thereof orof the Initial Notification Request, the Lenders Agent may deliver a second notice (the "Final Notification Request") to the Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if not a Business Daysuch termination and satisfaction have occurred, on to notify the next following Business Day. The Borrower will ensure, pursuant to applicable banks under the Blocked Account Agreement or otherwise, Agreements. In the event that the depository bank Receivables Agent has no Lien uponnot responded in writing within three (3) Business Days of its receipt of the Final Notification Request, or right of set off against, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or in any Items from a Final Notification Request within the respective time to time on deposit thereinperiods allowed herein for such response, and such written response states that automaticallythe Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, on each Business Day the depository bank maintaining Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any of the Blocked Account will wire, Accounts (or otherwise transfer, in immediately available funds, all funds received or deposited into notify the Blocked Account applicable account banks to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any take other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists actions with respect to such Blocked Accounts) unless and until the Blocked Account as Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the result of collections of Receivables or proceeds of other Collateral pursuant to the terms Documents have been terminated and conditions of this Section 3.9, such credit balance shall not accrue interest all monetary obligations in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked Accountrespect thereof have been satisfied.

Blocked Accounts. Borrower (or Servicer on its behalf) shall ensure The Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to Agent. Each Loan Party hereby represents and warrants that all collections Deposit Accounts, Securities Accounts, Commodity Accounts, Futures Accounts and all other depositary and other accounts maintained by such Loan Party as of Receivables the Closing Date are described in Section 3 of the Perfection Certificate, which description includes for each such account the name of the Loan Party maintaining the account, the name of the financial institution or intermediary at which the account is maintained, the account number and the proceeds purpose of all other Collateral are deposited into the Blocked Account on account. After the day of receipt thereof orClosing Date, if not a Business Dayno Loan Party shall open any new post office box, on the next following Business Day. The Borrower will ensureDeposit Account, pursuant to the Blocked Account Agreement or otherwiseSecurities Account, that the depository bank has no Lien uponCommodity Account, or right of set off against, the Blocked Futures Account or any other depositary or other account without prior notice to Agent and without updating Section 3 of the Perfection Certificate to reflect such Deposit Account or such other account. No Deposit Account or other account of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3 of the Perfection Certificate as being Restricted Accounts (and each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in any Items the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party will, at its expense, establish (and revise from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transferas Agent may require) procedures acceptable to Agent, in immediately available fundsAgent’s reasonable discretion, for the collection of checks, wire transfers and all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall be include depositing all Collections received by such Loan Party into one or more Deposit Accounts of such Loan Party that is subject to a “springing” Blocked Account Agreement (each, a “Blocked Account”), under an arrangement reasonably acceptable to Agent with a depository bank reasonably acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are continuously held in trust by Borrower, Servicer or any Related Party until deposited into the a Blocked Account. If a credit balance exists with respect Each Loan Party agrees to the execute, and to cause its depository banks, intermediaries and other account holders to execute “springing” Blocked Account Agreements or other control agreements and other documentation as Agent shall reasonably require from time to time in connection with the foregoing, all in form and substance reasonably acceptable to Agent, and in any event such arrangements and documents must, except as otherwise agreed in writing by the Agent, be in place and in full force and effect not later than one hundred and twenty (120) days after the Closing Date (or such later date as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion Agent may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender agree in its sole discretion) with respect to accounts in existence on the date hereof or established within such 120-day post-closing period, or prior to any such account being opened with respect to any such account opened thereafter, in each case excluding Restricted Accounts. ThereafterWith respect to Blocked Accounts and any other accounts subject to “springing” control agreements, Borrower the Agent shall ensure that all collections not deliver to the relevant depository, securities intermediary or commodities (or futures) intermediary a notice or other instruction which provides for exclusive control over such account by the Agent unless an Event of Receivables with Default has occurred and is continuing. Not later than one hundred and twenty (120) days after the Closing Date (or such later date as the Agent may agree in its sole discretion), Borrowers shall deliver to Agent a complete and executed Authorized Accounts Form regarding each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding anything to the contrary contained herein, any proceeds or other Collateral are paid directly amounts received by the Obligors Loan Parties from, or on account of, the disposition of, or casualty or losses of Collateral that are permitted to be reinvested by the Loan Parties as provided in Section 2.6(b)(i) or (ii) shall, at all times prior to the Lockbox. To the extent that any Receivables collections or other proceeds application of Collateral are not sent directly such amounts to the Lockbox but are received by Borrower Loans or any Related Partysuch reinvestment, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereof, in the form received, to the Lockbox or Blocked Accounta Deposit Account maintained by Agent.

Blocked Accounts. (a) Borrower will, on or before the date that is thirty (30) days after the date of this Agreement, establish and, during the term of this Agreement, maintain blocked accounts (the “Blocked Accounts”) with respect to all of Borrower’s principal deposit or Servicer other concentration accounts (including each such account identified as a deposit or concentration account on its behalfSchedule 7.15) shall ensure that all collections of Receivables and with the proceeds of all other Collateral financial institutions at which those accounts are deposited into the maintained (each a “Blocked Account on the day of receipt thereof orBank”), if not and enter into a Business Day, on the next following Business Day. The Borrower will ensure, pursuant control agreement relating to the Blocked Accounts with the Borrower, Lender and the applicable Blocked Account Agreement Bank. (b) After the occurrence and during the continuance of an Event of Default, Lender may send a notice of assignment or notice of security interest to any and all of the Borrower’s Account Debtors and, thereafter, Lender shall have the sole right to collect the Accounts and Payment Intangibles (as those terms are defined in the UCC, as defined in the Guarantee and Collateral Agreement) of the Borrower or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuation of an Event of Default, the Borrower and its Subsidiaries shall not, without prior written consent of Lender, grant any extension of time of payment of any Account or Payment Intangible, compromise or settle any Account or Payment Intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) The Borrower hereby appoints Lender as the Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts or Payment Intangibles of the Borrower, (ii) sign the Borrower’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts or Payment Intangibles of the Borrower, drafts against Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, assignments and verifications of Accounts or Payment Intangibles and notices to Account Debtors with respect to Accounts or Payment Intangibles of the Borrower, (iii) send verification of Accounts of the Borrower, and (iv) notify the U.S. Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as Lender may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Obligations are paid in full and all of the Commitments are terminated. (d) Nothing herein contained shall be construed to constitute Lender as agent of the Borrower for any purpose whatsoever, and Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than as a result of acts of omission or commission by Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Lender, by anything herein or in any assignment or otherwise, that does not assume any of the depository bank has no Lien upon, obligations under any contract or right of set off against, the Blocked Account or agreement assigned to Lender and shall not be responsible in any Items from time to time on deposit therein, and that automatically, on each Business Day way for the depository bank maintaining performance by the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and of any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor thereof. (e) If any Account or Payment Intangible of the Borrower. Any interest accrued on the Blocked Account shall be transferred Borrower includes a charge for any tax payable to the Collection Accountany Governmental Authority, as provided above. All items deposited Lender is hereby authorized (but in the Blocked Account shall be subject no event obligated) in its discretion to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item thereof to the Servicerproper taxing authority for the Borrower’s commercial account or other accountand to charge the Borrower therefor. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections notify Lender if any Account or Payment Intangible of Receivables with the proceeds of other Collateral are paid directly by the Obligors Borrower includes any taxes due to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereofGovernmental Authority and, in the form receivedabsence of such notice, Lender shall have the right to retain the Lockbox full proceeds of such Account or Blocked AccountPayment Intangible and shall not be liable for any taxes that may be due by reason of such Account or Payment Intangible.

Blocked Accounts. Borrower The Receivables Collateral Agent (or Servicer for itself and on its behalfbehalf of the Receivables Purchasers and Funding Agents) shall ensure that all collections of Receivables and the proceeds of all other Collateral are deposited into the Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant hereby consents to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right execution of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists blocked account agreements with respect to bank accounts currently held in the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue interest in favor name of the BorrowerTransferor, in accordance with Section 5(b) of the Security Agreement (it being understood that the Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). Any interest accrued on The Receivables Collateral Agent agrees, upon the Blocked Account written request of the Lender Agent (an “Initial Notification Request”) (a copy of which shall be transferred delivered by the Lender Agent to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject each Funding Agent and USS) to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, 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 fact endorsed full and, if such termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement (it being understood that the Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by the ServicerRequired Lenders to make such Initial Notification Request). Upon LenderIf the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five Business Days of the effectiveness of such Initial Notification Request, the Lender Agent may deliver a Final Notification Request (hereinafter defined). During the continuance of the Receivables Collateral Agent’s failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (a “Final Notification Request”) (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent and USS) to state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement. If the Funding Agents have not complied with, or caused the Receivables Collateral Agent to comply with, such Final Notification Request within three Business Days of the effectiveness of such Final Notification Request, the Lender Agent shall be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent, each Funding Agent and USS). Notwithstanding anything to the contrary in this Section 2.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time hereafterperiods allowed herein for such response, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure written response states that the Receivables Documents have not terminated or that all collections monetary obligations in respect thereof have not been satisfied, the Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement unless and until the Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent for or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the benefit of Lender Receivables Documents have terminated and to be deposited within one (1) Business Day of receipt thereof, all monetary obligations in the form received, to the Lockbox or Blocked Accountrespect thereof have been satisfied.

Blocked Accounts. Borrower (or Servicer on its behalfa) shall ensure that all collections of Receivables and the proceeds of all other Collateral are deposited into the Each Blocked Account on must be maintained with the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant to the Blocked Account Agreement or otherwise, that the depository bank has no Lien upon, or right of set off against, the Blocked Account or in any Items from time to time on deposit therein, and that automatically, on each Business Day the depository bank maintaining the Senior Agent. (b) Each Blocked Account will wire, or otherwise transfer, in immediately available funds, bear interest at the Senior Agent’s prevailing rates (if applicable). (c) Each Transaction Party hereby irrevocably authorises the Security Trustee and the Senior Agent to make all funds received or deposited into the transfers and withdrawals from each Blocked Account to the Collection Accountextent to which those transfers and withdrawals are contemplated in any Senior Finance Document. (d) Each Transaction Party, for consideration received, severally appoints and authorises each of the Security Trustee and the Senior Agent and each director, secretary or other officer (as defined in the Corporations Law) of the Security Trustee and the Senior Agent its attorney, in their respective names and on their respective behalf to do all things and execute, sign, seal and deliver (conditionally or unconditionally in the attorney’s discretion) all documents, deeds and instruments necessary or desirable for the operation of each Blocked Account in accordance with the Senior Finance Document. Borrower hereby confirms This power may be delegated or a sub-power may be given, and agrees that all any delegate or sub-attorney may be removed by the attorney appointing it. (e) Despite the other provisions of this agreement, neither the Security Trustee nor the Senior Agent will be required to transfer and/or withdraw from a Blocked Account on any date amounts deposited which, in aggregate, exceed the balance of the Blocked Account and at that time. (f) At any other funds received and collected by any Secured Partytime while an Event of Default subsists, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Security Trustee may make transfers and/or withdrawals from the Blocked Account. If a credit balance exists with Accounts as it determines and each Transaction Party irrevocably authorises the Security Trustee to make transfers and/or withdrawals and give such directions as the Security Trustee thinks fit in respect of the Blocked Accounts at any time while an Event of Default subsists. (g) The Transaction Parties must ensure that only Authorised Officers or attorneys of the Senior Agent are nominated as signatories to the Blocked Accounts. (h) Neither the Security Trustee nor the Senior Agent is under any obligation to take any action in relation to a Blocked Account as which in the result sole discretion of collections of Receivables the Security Trustee or proceeds of other Collateral pursuant the Senior Agent may be contrary to any law or any Senior Finance Document. (i) Neither the Security Trustee nor the Senior Agent has any duties in relation to the terms and conditions of Blocked Accounts except as specified in this Section 3.9agreement. In that regard, such credit balance shall not accrue interest in favor of neither the Borrower. Any interest accrued on Security Trustee nor the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower Senior Agent will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited for any error in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower judgment or any Related Partymistake of fact or law, Borrower shall cause such collections and proceeds to be held in trust except for the Collateral Agent for the benefit of Lender and to be deposited within one (1) Business Day of receipt thereofits own fraud, in the form received, to the Lockbox gross negligence or Blocked Accountwilful default.

Blocked Accounts. Borrower Each of the Loan Parties represents, acknowledges and agrees that, notwithstanding any term or provision of this Agreement or any other Loan Document, (or Servicer on its behalfa) shall ensure that an amount equal to all collections of Receivables MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds have been, and the proceeds Net Cash Proceeds of all other Collateral are asset sales after the Effective Date will be, deposited into the 2006 Blocked Account on the day of receipt thereof or, if not a Business Day, on the next following Business Day. The Borrower will ensure, pursuant and be subject to the 2006 Blocked Account Control Agreement, (b) MSX Engineering has full power to transfer all rights in and to all amounts that have been or will be deposited into the 2006 Blocked Account, including without limitation an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds, (c) under each of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement or otherwise, that and the depository bank has no Lien upon, or right of set off againstLC Blocked Account Agreement, the Blocked Account or in any Items from time to time on deposit thereinAgent has sole control over, and that automaticallya first priority, on each Business Day the depository bank maintaining the Blocked Account will wire, or otherwise transfer, in immediately available funds, all funds received or deposited into the Blocked Account to the Collection Account. Borrower hereby confirms perfected lien and agrees that all amounts deposited in the Blocked Account and any other funds received and collected by any Secured Party, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Any Receivables collections or other proceeds of Collateral shall be held in trust by Borrower, Servicer or any Related Party until deposited into the Blocked Account. If a credit balance exists with respect to the Blocked Account as the result of collections of Receivables or proceeds of other Collateral pursuant to the terms and conditions of this Section 3.9, such credit balance shall not accrue security interest in favor of the Borrower. Any interest accrued on the Blocked Account shall be transferred to the Collection Account, as provided above. All items deposited in the Blocked Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the amount of that item, or such bank at its discretion may charge any uncollected item to the Servicer’s commercial account or other account. The Servicer shall be liable as an endorser on all items deposited in the Blocked Account, whether or not in fact endorsed by the Servicer. Upon Lender’s request any time hereafter, Borrower agrees to establish and maintain a Lockbox with a bank acceptable to Lender and to execute with such bank a Lockbox Agreement acceptable to Lender in its sole discretion. Thereafter, Borrower shall ensure that all collections of Receivables with the proceeds of other Collateral are paid directly by the Obligors to the Lockbox. To the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the Lockbox but are received by Borrower or any Related Party, Borrower shall cause such collections and proceeds to be held in trust for the Collateral Agent (for the benefit of Lender itself and the LC Issuer and the Lenders and securing all Secured Obligations) the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account, respectively, and all amounts deposited therein at any time, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, and MSX Engineering and any other Loan Party depositing any funds in any of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement agrees to be deposited within one execute and deliver all further agreements and documents in connection therewith at any time requested by the Agent. Notwithstanding anything herein or in any other agreement to the contrary, the Agent shall have sole control over the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account and the Agent may apply (whether by direct payment, by cash collateralizing or by other defeasance as determined by the Agent) any and all amounts in the 2006 Blocked Account, the Borrowing Base Blocked Account or the LC Blocked Account all to the Secured Obligations and permanently reduce the Commitments by the amount of such application at any time (i) upon or during the continuance of a Default (and automatically upon a Default under clause (f) of Article VII hereof), (ii) if required to prevent any required payment or default, if any, under the Subordinated Debt, the Fourth Secured Term Loan Debt, the Third Secured Term Loan Debt or the Second Secured Debt or (iii) upon demand by the Agent or the Required Lenders. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall have the right, upon two Business Days prior written notice the Agent or such other shorter period of time agreed to by the Agent, to have (1) Business Day of receipt thereof, cash in the form received2006 Blocked Account applied to prepay Loans, provided that any such prepayment from the 2006 Blocked Account shall permanently reduce the Commitments by the amount of such prepayment and no Default or Unmatured Default exists at the time of such request by the Company or the prepayment and (2) cash in the Borrowing Base Blocked Account withdrawn and returned to the Lockbox Company provided that (x) if any Loans exist, then such cash shall be applied first to prepay all Loans, (y) prior to such withdrawal, the Company provides a new Borrowing Base Certificate giving effect to such withdrawal, and (z) no Default or Blocked AccountUnmatured Default exists at the time of such request by the Company or the withdrawal. 1.16 Section (t) of Article VII is restated as follows: