Common use of Settlement Items Clause in Contracts

Settlement Items. Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) by debiting the applicable Account, without prior notice to Agent or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) or other deposit account at any time linked to any Account by a controlled balance arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to an Activation Effective Time and which is presented for settlement against the Account (after having been presented against the Linked Account) during an Activation Effective Time, (ii) each check or other payment order drawn on or payable against an Account, which, prior to an Activation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective Time, which ACH credit entry settles during an Activation Effective Time, and (iv) any other payment order drawn on or payable against an Account, which Bank has paid or funded prior to an Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business during an Activation Effective Time. Company and Agent acknowledge and agree that if there are Linked Accounts not subject to this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice to Agent Secured Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any a Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an the Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an the Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Account Funds to Secured Party under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Restricted Account. Secured Party agrees to pay all Settlement Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, and (ii) Secured Party has received Restricted Account Funds under Section 4 of this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

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

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice of which shall be provided to Agent or Secured Party and Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any a Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an a Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an a Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Restricted Account Funds to Secured Party under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Restricted Account to this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will cover the Settlement Item Amounts on the day they are to be de-linked and will no longer transfer balances to or debited from the Restricted Account. “Controlled Balance Account” is a deposit account that is linked Upon the written request of Bank, Secured Party agrees to one pay all Settlement Item Amounts within thirty (30) calendar days after such demand, without setoff or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basiscounterclaim, pursuant to the Company’s instructionsextent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, in order (ii) Secured Party has received Restricted Account Funds under Section 4 of this Agreement and (iii) such Settlement Item Amounts relate to maintain a specified balance in one or more of Settlement Items issued after the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made date on which Secured Party has begun to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Dayreceive Restricted Account Funds under Section 4.

Settlement Items. Agent Agents and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice to Agent either of the Agents or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any a Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an a Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an a Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Restricted Account Funds to Controlling Agent under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Restricted Account. Each Agent agrees to pay all Settlement Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, and (ii) such Agent has received Restricted Account Funds under Section 4 of this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Lender and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) by debiting the applicable Account, without prior notice to Agent Lender or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) or below)or other deposit account at any time linked to any Account by a controlled balance arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to an the Activation Effective Time Time, and which is presented for settlement against the Account (after having been presented against the Linked Account) during an after the Activation Effective Time, (ii) each check or other payment order drawn on or payable against an Account, which, prior to an the Activation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective Time, which ACH credit entry settles during an after Activation Effective Time, and (iv) any other payment order drawn on or payable against an Account, which Bank has paid or funded prior to an the Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business during an after the Activation Effective Time. Company and Agent Lender acknowledge and agree that if there are Linked Accounts not subject to this Agreement, that upon commencement of an the Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice to Agent Secured Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any a Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an a Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an a Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Restricted Account Funds to Secured Party under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Restricted Account. Secured Party agrees to pay all Settlement Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, and (ii) Secured Party has received Restricted Account Funds under Section 4 of this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Agents and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Collateral Account, without prior notice to Agent Agents or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any Collateral Account by a controlled zero balance arrangement account connection or other automated funding mechanism (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Activation Effective Time Access Termination Notice and having had a reasonable opportunity to act on it (such reasonable opportunity not to exceed two (2) Business Days as defined in section 6), and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Access Termination Notice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below, (ii) each check or other payment order drawn on or payable against an a Collateral Account, which, prior to on the Business Day Bank receives an Activation Effective TimeAccess Termination Notice, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Activation Effective TimeAccess Termination Notice and having had a reasonable opportunity to act on it (such reasonable opportunity not to exceed two (2) Business Days as defined in section 6), which ACH credit entry settles during after Bank receives an Activation Effective TimeAccess Termination Notice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below, and (iv) any other payment order drawn on or payable against an a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Activation Effective TimeAccess Termination Notice and having had a reasonable opportunity to act on it (such reasonable opportunity not to exceed two (2) Business Days as defined in section 6), and which is first presented for settlement against the Collateral Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Access Termination Notice and before the earlier of (a) Bank’s receipt of a Rescission Notice or (b) the termination of this Agreement pursuant to Section 16 below and has transferred Collateral Account Funds to the applicable Agent under this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on written demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Collateral Account to this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will cover the Settlement Item Amounts on the day they are to be de-linked and will no longer transfer balances to or debited from the Collateral Account. “Controlled Balance Account” is a deposit account Each Agent agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after written demand, without setoff or counterclaim, to the extent that is linked to one or more other deposit accounts (i) the Settlement Item Amounts are not paid in order to allow transfers full by Company within five (5) calendar days after written demand on Company by Bank, and (ii) such Agent received Collateral Account Funds under this Agreement and any amounts continued to be made between such accounts on an automated basis, held in the Collateral Accounts by Bank pursuant to instructions by the Company’s instructions, Controlling Agent to continue to hold all funds in order the Collateral Account pursuant to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking DaySection 4.

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice to Agent Secured Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any the Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an the Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an the Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Account Funds to Secured Party under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Restricted Account. Secured Party agrees to pay all Settlement Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, and (ii) Secured Party has received Account Funds under Section 4 of this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Lender and Company understand and agree that Bank may pay the face amount (“"Settlement Item Amount”") of each Settlement Item (as defined herein) by debiting the applicable Account, without prior notice to Agent Lender or Company. As used in this Agreement, the term “"Settlement Item” " means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) or below)or other deposit account at any time linked to any the Account by a controlled balance arrangement (each a “"Linked Account”"), which Bank takes for deposit or value, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business prior to an the Activation Effective Time Time, and which is presented for settlement against the Account (after having been presented against the Linked Account) during an after the Activation Effective Time, (ii) each check or other payment order drawn on or payable against an Account, which, prior to an the Activation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s 's acceptance, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business after Bank’s 's cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective Time, which ACH credit entry settles during an after Activation Effective Time, and (iv) any other payment order drawn on or payable against an Account, which Bank has paid or funded prior to an the Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business during an after the Activation Effective Time. Company and Agent Lender acknowledge and agree that if there are Linked Accounts not subject to this Agreement, that upon commencement of an the Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “"Controlled Balance Account” " is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s 's instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Each Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) by debiting the applicable Account, without prior notice to any Agent or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) or other deposit account at any time linked to any Account by a controlled balance arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to an Activation Effective Time and which is presented for settlement against the Account (after having been presented against the Linked Account) during an Activation Effective Time, (ii) each check or other payment order drawn on or payable against an Account, which, prior to an Activation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective Time, which ACH credit entry settles during an Activation Effective Time, and (iv) any other payment order drawn on or payable against an Account, which Bank has paid or funded prior to an Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business during an Activation Effective Time. Company and each Agent acknowledge and agree that if there are Linked Accounts not subject to this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“"Settlement Item Amount”") of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Collateral Account, without prior notice to Agent Secured Party or Company. As used in this Agreement, the term “"Settlement Item” " means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any Collateral Account by a controlled zero balance arrangement account connection or other automated funding mechanism (each a “"Linked Account”"), which Bank takes for deposit or value, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business prior to receiving an Activation Effective Time Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against an a Collateral Account, which, prior to on the Business Day Bank receives an Activation Effective TimeAccess Termination Notice, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s 's check or official check in the ordinary course of business after Bank’s 's cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Activation Effective TimeAccess Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles during after Bank receives an Activation Effective TimeAccess Termination Notice, and (iv) any other payment order drawn on or payable against an a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Activation Effective TimeAccess Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. Secured Party agrees to pay all Settlement Item Amounts within fifteen (15) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within five (5) calendar days after demand on Company by Bank, and (ii) Secured Party has received Collateral Account Funds under this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day9.

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

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

Settlement Items. Agent Secured Party and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) will be paid by Bank debiting the applicable Restricted Account, without prior notice to Agent Secured Party or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a Controlled Balance Account (as defined below) account or other deposit account at any time linked to any a Restricted Account by a controlled zero balance arrangement account connection (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business prior to an Activation Effective Time receiving the Instructions and having had a reasonable opportunity to act on them, and which is presented for settlement against the Restricted Account (after having been presented against the Linked Account) during an Activation Effective Timeafter Bank receives the Instructions, (ii) each check or other payment order drawn on or payable against an a Restricted Account, which, prior to an Activation Effective Timeon the Business Day Bank receives the Instructions, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to an Activation Effective TimeBank having received the Instructions and having had a reasonable opportunity to act on them, which ACH credit entry settles during an Activation Effective Timeafter Bank receives the Instructions, and (iv) any other payment order drawn on or payable against an a Restricted Account, which Bank has paid or funded prior to an Activation Effective Timereceiving the Instructions and having had a reasonable opportunity to act on them, and which is first presented for settlement against the Restricted Account in the ordinary course of business during an Activation Effective Timeafter Bank receives the Instructions and has transferred Account Funds to Secured Party under Section 4 of this Agreement. Company and Agent acknowledge and agree that if agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are Linked Accounts not subject sufficient funds in the applicable Restricted Account to cover the Settlement Item Amounts on the day they are to be debited from the Restricted Account. Secured Party agrees to pay all Settlement Item Amounts within thirty (30) calendar days after demand, without setoff or counterclaim, to the extent that (i) the Settlement Item Amounts are not paid in full by Company within fifteen (15) calendar days after demand on Company by Bank, and (ii) Secured Party has received Account Funds under Section 4 of this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the end of each Banking Day in order to maintain a zero balance in such subaccount at the end of such Banking Day.

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