Common use of Blocked Account Clause in Contracts

Blocked Account. (i) As collateral security for the prompt payment in full when due of all Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in and to the Blocked Account and the balances from time to time in the Blocked Account. Anything in this Agreement to the contrary notwithstanding, funds held in the Blocked Account shall be subject to withdrawal and disbursement only as provided in this Section. (ii) The Borrower hereby acknowledges and agrees that: (A) at all times, the Administrative Agent shall be the only Person that has a right to withdraw or disburse funds from the Blocked Account, and (B) the funds on deposit in the Blocked Account shall at all times continue to be collateral security for all of the Obligations and shall not be subject to any Lien (other than Permitted Liens of the types described in clauses (a)(x), (i) and (l)(iii) of the definition thereof). (iii) So long as (A) all conditions precedent set forth in Section 5.2 (other than Section 5.2(f) and any other condition precedent set forth in Section 5.2 which would not be satisfied solely as a result of any such failure to satisfy the condition precedent set forth in Section 5.2(f)) are satisfied (it being understood and agreed that each withdrawal and disbursement from the Blocked Account will be deemed to be a Credit Event for purposes of determining whether or not such conditions precedent set forth in Section 5.2 are satisfied), and (B) no Default or Event of Default (other than as a result of the Borrower’s failure to satisfy the Temporary Waiver Period Incurrence Conditions) has occurred and is continuing or will result from such withdrawal or disbursement, the Borrower may request in writing, pursuant to a written notice in form and substance reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer of the Borrower and delivered to the Administrative Agent (each such written notice, a “Blocked Account Disbursement Request”), that the Administrative Agent disburse funds in the Blocked Account to the Borrower to be applied (1) to repay Indebtedness, (2) for working capital purposes of the Borrower and/or its Subsidiaries, or (3) for any other purpose in Administrative Agent’s sole and absolute discretion, in each case, in a manner consistent with the then-applicable Approved Budget; provided, that the Borrower shall not deliver more than one (1) Blocked Account Disbursement Request in any fiscal quarter (or such greater number as the Administrative Agent may agree in its sole discretion). Each such Blocked Account Disbursement Request shall (w) specify the amount of such requested disbursement, (x) specify the purpose and use of proceeds of such requested disbursement, (y) certify that such requested disbursement and the requested application thereof are consistent with the then-applicable Approved Budget, and (z) be subject to confirmation by the Administrative Agent, in its reasonable discretion, that the form and substance of such Blocked Account Disbursement Request (including, without limitation, any supporting documentation delivered to or requested by the Administrative Agent pursuant thereto) are reasonably satisfactory and that the requirements and conditions to disbursement set forth in this Section 10.6(b) have been satisfied. Upon delivery of a Blocked Account Disbursement Request to the Administrative Agent, the Administrative Agent shall, and the Borrower acknowledges and agrees that the Administrative Agent shall be irrevocably authorized to, disburse funds from the Blocked Account to the applicable account designated in the Disbursement Instruction Agreement. (iv) The Borrower covenants and agrees that it will apply the proceeds of any disbursement from the Blocked Account solely as so specified by the Borrower in the applicable Blocked Account Disbursement Request and will not use such proceeds for any other purpose. (v) Notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that if any Default or Event of Default (other than as a result of the Borrower’s failure to satisfy the Temporary Waiver Period Incurrence Conditions) shall exist, then the Administrative Agent may, in its sole and absolute discretion, apply the funds on deposit in the Blocked Account to repay the Obligations in the order and manner provided in Section 10.5. (vi) The Borrower shall pay to the Administrative Agent from time to time such reasonable fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Blocked Account and oversight and management of funds therein as provided hereunder.

Blocked Account. (i) As collateral security for At all times on and after the prompt payment in full when due of all ObligationsSecond Amendment Effective Date, the Borrower hereby pledges shall cause not less than $4,500,000 to be held in a Controlled Account free and grants clear of all Liens, other than ▇▇▇▇▇ granted hereunder in favor of the Administrative Agent and Liens permitted under Section 9.02(f), or Section 9.02(i). On or prior to September 8, 2023, the Borrower shall cause such funds to be transferred to a Controlled Account free and clear of all Liens, other than ▇▇▇▇▇ granted hereunder in favor of the Administrative Agent and ▇▇▇▇▇ permitted under Section 9.02(f), or Section 9.02(i), that is subject to a “blocked” account control agreement between the Borrower, the Administrative Agent and the applicable depositary institution in favor of the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent, for . In the ratable benefit of event that the Lenders, a security interest in all of its right, title and interest in and to the Blocked Account and the balances from time to time in the Blocked Account. Anything in this Agreement to the contrary notwithstanding, funds held in the Blocked Account shall be subject to withdrawal and disbursement only as provided in this Section. (ii) The Borrower hereby acknowledges and agrees that: (A) at all times, notifies the Administrative Agent shall be in good faith that the only Person that has a right Borrower expects to withdraw or disburse funds from commence proceedings under chapter 11 of the Blocked Account, Bankruptcy Code and (B) requires the funds on deposit in such blocked account in order to finance preparations for such proceedings, including advance retainer payments, then, so long as the Blocked Account shall at all times continue to be collateral security for all Borrower has not willfully taken any action that constitutes an Event of the Obligations and shall not be subject to any Lien Default hereunder (other than Permitted Liens of the types described in clauses (a)(x), (i) Specified Default and (l)(iii) of the definition thereof). (iii) So long as (A) all conditions precedent set forth in Section 5.2 (other than Section 5.2(f) and any other condition precedent set forth in Section 5.2 which would not be satisfied solely as a result of any such failure to satisfy the condition precedent set forth in Section 5.2(f)) are satisfied (it being understood and agreed that each withdrawal and disbursement from the Blocked Account will be deemed to be a Credit Event for purposes of determining whether or not such conditions precedent set forth in Section 5.2 are satisfied), and (B) no Default or Event of Default (other than as a result of any violation of Section 8.14, Section 10.02 or Section 11.01(g)) (a “Willful Breach”), the Borrower’s failure Administrative Agent shall promptly take such actions as Borrower may reasonably request (including permitting the transfer of such funds to satisfy any other Controlled Account that is subject to “springing” control and is not subject to a current block) to release the Temporary Waiver Period Incurrence Conditionsfunds in such blocked account to the Borrower to be used exclusively for the purpose of such preparations, including advance retainer payments. For the avoidance of doubt, (i) the Administrative Agent shall not be permitted to use, set off against or sweep the funds in such blocked account under any circumstance unless the Borrower has engaged in a Willful Breach, (ii) the Administrative Agent shall release such funds from the blocked account to the Borrower even if a Default or Event of Default has occurred and is continuing or will result from such withdrawal or disbursement(other than any Willful Breach), the Borrower may request in writing, pursuant to a written notice in form and substance reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer of the Borrower and delivered to (iii) upon notifying the Administrative Agent (each such written notice, a “Blocked Account Disbursement Request”), that the Administrative Agent disburse funds in the Blocked Account to the Borrower to be applied (1) to repay Indebtedness, (2) for working capital purposes of the Borrower and/or its Subsidiaries, or (3) for any other purpose in Administrative Agent’s sole and absolute discretion, in each case, in a manner consistent with the then-applicable Approved Budget; provided, good faith that the Borrower shall not deliver more than one (1) Blocked Account Disbursement Request expects to commence proceedings under chapter 11 of the Bankruptcy Code and requires the funds in any fiscal quarter (or such greater number as the Administrative Agent may agree blocked account in its sole discretion). Each order to finance preparations for such Blocked Account Disbursement Request shall (w) specify the amount of such requested disbursementproceedings, (x) specify the purpose and use of proceeds of such requested disbursementincluding advance retainer payments, (y) certify that such requested disbursement and the requested application thereof are consistent with the then-applicable Approved Budget, and (z) be subject to confirmation by the Administrative Agent, in its reasonable discretion, that the form and substance of such Blocked Account Disbursement Request (including, without limitation, any supporting documentation delivered to or requested by the Administrative Agent pursuant thereto) are reasonably satisfactory and that the requirements and conditions to disbursement set forth in this Section 10.6(b) have been satisfied. Upon delivery of a Blocked Account Disbursement Request to the Administrative Agent, the Administrative Agent shall, and the Borrower acknowledges and agrees that the Administrative Agent there shall be irrevocably authorized to, disburse funds from the Blocked Account to the applicable account designated in the Disbursement Instruction Agreement. (iv) The Borrower covenants and agrees that it will apply the proceeds of any disbursement from the Blocked Account solely as so specified by the Borrower in the applicable Blocked Account Disbursement Request and will not use such proceeds for any other purpose. (v) Notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that if any Default or Event of Default (other than as a result of no restrictions on the Borrower’s failure right to satisfy the Temporary Waiver Period Incurrence Conditions) shall exist, then the Administrative Agent may, in its sole and absolute discretion, apply the use or access such funds on deposit in the Blocked Account to repay the Obligations in the order and manner provided in Section 10.5so long as no Willful Breach has occurred. (vi) The Borrower shall pay to the Administrative Agent from time to time such reasonable fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Blocked Account and oversight and management of funds therein as provided hereunder.

Blocked Account. (a) The Company shall, by no later than the Closing Date, (i) As collateral security cause all the proceeds of the Debentures to be deposited directly into the Blocked Account (and for the prompt payment in full when due avoidance of all Obligationsdoubt, not deposited, directly or indirectly, into any other account), and (ii) cause the Borrower hereby pledges and grants Blocked Account to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in and be subject to the Blocked Account and the balances from time to time in the Blocked Account. Anything in this Agreement to the contrary notwithstanding, funds held in the Blocked Account shall be subject to withdrawal and disbursement only as provided in this SectionDACA. (iib) The Borrower hereby acknowledges and agrees that: (A) at all times, the Administrative Agent Company shall be the only Person that has a right permitted to withdraw or disburse funds from the Blocked Account, and Account solely to apply in accordance with Section 4.9 at the Effective Time (B) the funds on deposit as defined in the Blocked Account shall at all times continue to be collateral security for all of the Obligations and shall not be subject to any Lien (other than Permitted Liens of the types described in clauses (a)(xMerger Agreement); provided, that (i) and the Registration Statement (l)(iiias defined in the Debentures) of the definition thereof). is effective, (iii) So long as (A) all conditions precedent set forth in Section 5.2 (other than Section 5.2(f) and any other condition precedent set forth in Section 5.2 which would not be satisfied solely as a result of any such failure to satisfy the condition precedent set forth in Section 5.2(f)) are satisfied (it being understood and agreed that each withdrawal and disbursement from the Blocked Account will be deemed to be a Credit Event for purposes of determining whether or not such conditions precedent set forth in Section 5.2 are satisfied), and (Bii) no Default or Event of Default (other than exists or would arise as a result of the Borrower’s failure to satisfy the Temporary Waiver Period Incurrence Conditions) has occurred and is continuing or will result from such withdrawal or disbursementand application, (iii) the Borrower may request in writingPurchasers shall have received a certificate of an authorized officer of the Company, pursuant to a written notice in form and substance reasonably satisfactory to the Administrative AgentPurchasers, signed by a Responsible Officer certifying as to the satisfaction of each of the Borrower conditions specified in this clause (b), and delivered (iv) the Company shall deliver to the Administrative Agent Purchasers written notice of such withdrawal at least three (each 3) Business Days in advance of the date of the proposed withdrawal, which notice shall include the amount of the requested withdrawal and a request for Stadium Parkgate (Holdings) Limited, as collateral agent, to issue instructions to the applicable depositary institution under the Blocked DACA in respect of such written noticewithdrawal. In the event that the conditions set forth in this clause (b) are satisfied as determined by the Purchasers in their sole discretion, a “Stadium Parkgate (Holdings) Limited, as collateral agent, shall issue instructions to the applicable depositary institution under the Blocked DACA in respect of the applicable withdrawal from the Blocked Account. (c) Upon (i) the occurrence of any Triggering Event (as defined in the Debentures) in which any Purchaser exercises its right to require an Optional Redemption (as defined in the Debentures) or (ii) the acceleration of the obligations under the Debentures in accordance with Section 8(b) of the Debentures, Stadium Parkgate (Holdings) Limited, as collateral agent, may withdraw all or any portion of the balance in the Blocked Account, or instruct the depositary institution at which the Blocked Account Disbursement Request”), that the Administrative Agent disburse funds is maintained to pay any amount in the Blocked Account to or for the Borrower to be applied (1) to repay Indebtedness, (2) for working capital purposes benefit of the Borrower and/or its Subsidiaries, or (3) for any other purpose in Administrative Agent’s sole and absolute discretionPurchasers, in each case, in a manner consistent with to be applied pursuant to the then-applicable Approved Budget; provided, that the Borrower shall not deliver more than one Transaction Documents. (1d) Blocked Account Disbursement Request in any fiscal quarter (or such greater number as the Administrative Agent may agree in its sole discretion). Each such Blocked Account Disbursement Request shall (w) specify the amount of such requested disbursement, (x) specify the purpose The Company covenants and use of proceeds of such requested disbursement, (y) certify that such requested disbursement and the requested application thereof are consistent with the then-applicable Approved Budget, and (z) be subject to confirmation by the Administrative Agent, in its reasonable discretion, that the form and substance of such Blocked Account Disbursement Request (includingagrees that, without limitation, any supporting documentation delivered to or requested by the Administrative Agent pursuant thereto) are reasonably satisfactory and that prior written consent of the requirements and conditions to disbursement set forth in this Section 10.6(b) have been satisfied. Upon delivery of a Blocked Account Disbursement Request to the Administrative Agent, the Administrative Agent shallCompany will not (i) create any Lien in or upon, and or otherwise encumber, or assign the Borrower acknowledges and agrees that the Administrative Agent shall Blocked Account, other than Permitted Account Liens or (ii) request, make or allow to be irrevocably authorized to, disburse funds made any withdrawals from the Blocked Account except as permitted pursuant to the applicable account designated in the Disbursement Instruction Agreementclause (b) or (c) above. (iv) The Borrower covenants and agrees that it will apply the proceeds of any disbursement from the Blocked Account solely as so specified by the Borrower in the applicable Blocked Account Disbursement Request and will not use such proceeds for any other purpose. (v) Notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that if any Default or Event of Default (other than as a result of the Borrower’s failure to satisfy the Temporary Waiver Period Incurrence Conditions) shall exist, then the Administrative Agent may, in its sole and absolute discretion, apply the funds on deposit in the Blocked Account to repay the Obligations in the order and manner provided in Section 10.5. (vi) The Borrower shall pay to the Administrative Agent from time to time such reasonable fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Blocked Account and oversight and management of funds therein as provided hereunder.