Common use of The Blocked Account Clause in Contracts

The Blocked Account. (a) Each Collateral Related Account for which a Blocked Account is required to be in place pursuant to this Section 6.15 and each Concentration Account owned or maintained by the Borrower Parties shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account of the Borrower Parties is listed on Schedule 6.15 and such schedule designates which accounts are Collateral Related Accounts and Concentration Accounts. Each (i) Concentration Account and (ii) Collateral Related Account maintained by any Borrower Party shall be subject to a control agreement (a “Blocked Account Agreement”) in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account”); provided, however, so long as the Borrower Parties have established and maintain a cash management system in which each store level depository account (“Store Level Account”) is swept (subject to maintaining nominal balances in such account in an amount not to exceed $1,000 per account) to a Concentration Account that is a Blocked Account no less frequently than once every five (5) Business Days (or at any time after an Activation Event, on a daily basis), then the Borrower Parties shall not be required to enter into a Blocked Account Agreement with respect to any such Store Level Account. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $20,000,000 or (B) thirty percent (30%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each Blocked Account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent.

The Blocked Account. (a) The Borrower shall establish and maintain one or more special lockboxes or blocked accounts (each, a "Blocked Account") owned by the Borrower with such bank(s) as may be selected by the Borrower and approved by the Agent and which shall provide that all proceeds of the Collateral which shall be received in such Blocked Account shall be remitted in immediately available funds to the Clearing Account. Each Collateral Related such Blocked Account bank shall agree to the Agent's standard Blocked Account Letter or such variation thereof as shall be mutually satisfactory to the Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately be under the sole dominion and exclusive control of the Agent, on behalf of the Issuing Banks and Lenders, and the Borrower shall have no right to withdraw such amounts, and all of the Blocked Account Letters shall so provide. (b) The Borrower shall cause, pursuant to the Disbursement Instructions Letter, all cash, cash equivalents, checks, notes, drafts or similar items of payment to be received by it from Finance Corp., including but not limited to, (1) payments from Account Debtors (it being expressly understood that this relates only to accounts not sold to, or accounts reacquired from, Finance Corp. pursuant to the Receivables Securitization), and (2) all payments to be made to the Borrower or Microcircuits pursuant to the Receivables Purchase Agreements or the Finance Corp. Subordinated Notes, to be promptly deposited directly into the Clearing Account. The Borrower shall also direct the Receivable Trustee to make all payments from the Receivables Trustee to the Borrower for Servicing Fees (as defined in the Pooling and Servicing Agreement) promptly into the Clearing Account. Additionally, the Borrower shall cause all Tuning Patent Royalties and other payments to be made to the Borrower under any License Agreement to be promptly deposited by the obligor thereof directly into the Blocked Account (and the Borrower has issued such payment instructions to all licensees under such License Agreements in effect as of the Agreement Date and will issue such payment instructions to all licensees under any License Agreement entered into after the Agreement Date). In the event that the Borrower shall at any time receive any remittances of any of the foregoing directly, the Borrower shall hold the same as trustee for the Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Clearing Account. All cash, cash equivalents, checks, notes, drafts or similar items of payment received by the Borrower otherwise than as provided elsewhere in this Section 5.15(b) shall be deposited into the Clearing Account, the Blocked Account or an account which pursuant to Section 5.15(d) hereof is subject to a Blocked Account Letter. (c) On the Business Day on which any amount is required deposited into the Clearing Account in immediately available funds the Agent shall withdraw such amount from the Clearing Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 hereof; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists, no money on deposit in the Clearing Account shall be applied against (A) the principal of the Term Loan unless such payment is then due under Section 2.6, or (B) any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in place pursuant to this Section 6.15 the Clearing Account (and each Concentration Account owned or maintained will be invested by the Borrower Parties Agent in overnight deposits for the Borrower's account) until the earlier of (i) such payment of principal on the Term Loan being due under Section 2.6, (ii) such Payment Date, (iii) the next Business Day on which additional Obligations arise, or (iv) the occurrence of an Event of Default, at which time such amount shall be maintained at a bank or financial institution which is reasonably acceptable applied to the Administrative Term Loan principal, such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.11 hereof), as the case may be; provided further, however, that unless an Event of Default then exists, if at any time there are no Revolving Loans outstanding and no payment of the Term Loan then due under Section 2.6, any funds on deposit in the Clearing Account at such time shall be delivered to the Borrower upon the Borrower's request. (d) The Borrower shall not open any other deposit account (except as required by the Securitization Documents) unless the depository bank for such account shall have entered into an agreement with the Agent (each such bank, a “Cash Management Bank”)substantially in the form of the Blocked Account Letters. As of the Agreement Date, each deposit account all bank accounts of the Borrower Parties is are listed on Schedule 6.15 and such schedule designates which accounts are Collateral Related Accounts and Concentration Accounts5.15. Each (i) Concentration Account and (ii) Collateral Related Account maintained by any Borrower Party shall be subject to a control agreement (a “Blocked Account Agreement”) in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account”); provided, however, so long as the Borrower Parties have established and maintain a cash management system in which each store level depository account (“Store Level Account”) is swept (subject to maintaining nominal balances in such account in an amount not to exceed $1,000 per account) to a Concentration Account that is a Blocked Account no less frequently than once every five (5) Business Days (or at any time after an Activation Event, on a daily basis), then the Borrower Parties shall not be required to enter into a Blocked Account Agreement with respect to any such Store Level Account. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $20,000,000 or (B) thirty percent (30%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each Blocked Account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent.ARTICLE 4Section .16

The Blocked Account. (a) Each Collateral Related Account for which a On the Restatement Date, the Blocked Account Agreement is required in full force and effect. (b) As a condition to be the effectiveness of the amendment and restatement of this Agreement, the Lead Borrower shall deliver the following to the Agent: (ii) Notices to each processor of any of credit card receipts of any of the Borrowers, each in place form satisfactory to the Agent, which notices were not so delivered in connection with the execution of the 1999 Loan Agreement. (iii) A notice, addressed generally to the depositories at which any Borrower maintains a DDA into which proceeds of the Borrower's sales are deposited, each in form satisfactory to the Agent, which notices were not so delivered in connection with the execution of the 1999 Loan Agreement. (a) Upon the occurrence of any Event of Default or an Availability Trigger Event, then, in addition to any other rights to which the Agent is then entitled, the Agent may (and on instructions of the SuperMajority Lenders shall ) undertake the following (subject in all events to Section 7:7-1(d)). (iv) Give notice to the Lock Box Bank to forward to the Boston Concentration Account, by ACH or wire transfer, the proceeds of all Receivables Collateral from time to time received by the Lock Box Bank. (v) Give notice to each of the Borrowers' credit card processors to forward to the Boston Concentration Account, by ACH or wire transfer, the proceeds of all Receivables Collateral which such credit card processors otherwise would forward to or for the account of the Borrower. (vi) Send a copy of the notice furnished pursuant to Section 7:7-1(b)(ii) (or pursuant to the cognate provision included in the 1999 Loan Agreement) to each depository at which any Borrower maintains a DDA into which proceeds of the Borrower's sales are deposited as described and to take such other steps as the Agent reasonably determines as appropriate to cause the Agent's dominion and control of Receipts, proceed, and collections. (vii) Give notice to the Lead Borrower of the Agent's having exercised its rights pursuant to this Section 6.15 7:7-1(c). Following the occurrence of any event described in this Section 7:7-1(c), all Receipts, proceeds, and each Concentration Account owned or maintained collections shall be held in trust by the Borrower Parties Borrowers for the Agent and shall not be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As commingled with any of the Agreement DateBorrowers' other funds or deposited in any account of any Borrower other than as instructed by the Agent. (a) If, each deposit following the Agent's exercise of any of its rights described in Section 7:7-1(c): (viii) If such exercise was on account of the Borrower Parties is listed on Schedule 6.15 and such schedule designates which accounts are Collateral Related Accounts and Concentration Accounts. Each (i) Concentration Account and (ii) Collateral Related Account maintained by any Borrower Party shall be subject to a control agreement (a “Blocked Account Agreement”) in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account”); provided, however, so long as the Borrower Parties have established and maintain a cash management system in which each store level depository account (“Store Level Account”) is swept (subject to maintaining nominal balances in such account in an amount not to exceed $1,000 per account) to a Concentration Account that is a Blocked Account no less frequently than once every five (5) Business Days (or at any time after an Activation Event, on a daily basis), then the Borrower Parties shall not be required to enter into a Blocked Account Agreement with respect to any such Store Level Account. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt occurrence of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and which is continuing no longer continuing; or (iiix) Availability for three (3) consecutive Business Days is less than the greater of (A) $20,000,000 or (B) thirty percent (30%) If such exercise was on account of the amount occurrence of an Availability Trigger Event and an Availability Trigger Cure occurs thereafter, then the Agent, subject to its continuing rights thereafter under Section 7:7-1(c), shall take steps to reverse those actions which it had so taken pursuant to that Section. (a) The Borrower will not change its cash concentration procedures from those in place at the execution of this Agreement unless such change is coordinated with the Agent with a view towards the preservation and protection of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts Agent's rights included in each Blocked Account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agentthis Article 7:.