Fill and Sign the Blocked Account 497333916 Form

BLOCKED ACCOUNT AGREEMENT THIS BLOCKED ACCOUNT AGREEMENT ( A Agreement @ ) is made and entered into as of the ___ day of _________, 20__, by and among ________________, a __________ ( A Bank @ ), __________________________, a ____________ limited liability company (the A Grantor @ ) and _______________________________, a ____________ corporation, as agent ( A Agent @ ) for the lenders (collectively, A Lenders @ ) from time to time party to the Credit Agreement described below. A. Pursuant to that certain Credit Agreement dated as of __________ __, 20__, by and among ____________________. ( A _____ @ ), the Grantor, the other credit parties signatory thereto, Lenders and Agent (as amended, supplemented or otherwise modified from time to time, the A Credit Agreement @ ), Lenders have agreed to make loans and extend other financial accommodations to _____ and the Grantor. B. The Grantor has established the accounts listed on Schedule 1 attached hereto with Bank (each individually a A Blocked Account @ and collectively, the A Blocked Accounts @ ). C. The parties hereto desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Blocked Accounts and all funds on deposit therein from time to time. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. Effectiveness . This Agreement shall take effect immediately upon its execution by all parties hereto and shall supersede any blocked account or similar agreement in effect with respect to the Blocked Accounts. 2. Security Interest . As collateral security for ____________ and the Grantor = s obligations to Agent and Lenders under the Credit Agreement and the other loan documents described therein, Grantor hereby grants to Agent, for its own benefit and the ratable benefit of Lenders, a present and continuing security interest in (a) the Blocked Accounts, (b) all contract rights, claims and privileges in respect of the Blocked Accounts, and (c) all cash, checks, money orders and other items of value of Grantor now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, A Receipts @ ), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice of Agent = s security interest in such collateral and does hereby consent thereto. The parties hereto agree that Bank shall comply with instructions originated by Agent directing disposition of the Receipts in the Blocked Accounts without further consent of the Grantor. 3. Control of Blocked Accounts . Each of the Blocked Accounts shall be under the control of Agent and shall be maintained by Bank in the name of A ____________ @ . Notwithstanding anything set forth herein to the contrary, neither Grantor nor any other person or entity, through or under Grantor, shall have any control over the use of, or except as set forth in Section 4(b), any right to withdraw any amount from, the Blocked Accounts. 4. Procedures for Blocked Accounts. Bank shall follow the following procedures with respect to the Blocked Accounts: (a) Apply and credit for deposit to the Blocked Accounts all Receipts from time to time tendered by or on behalf of the Grantor for deposit therein, including without limitation all wire transfers and other payments directed to the Blocked Accounts. (b) Prior to the receipt of written notice (an A Activation Notice @ ) from Agent to Bank, referencing the Credit Agreement and stating that an A Activation Event @ has occurred pursuant to the Credit Agreement, Bank may permit Grantor to operate and transact business through the Blocked Accounts in its normal fashion, including making withdrawals from and writing checks on, the Blocked Accounts. At all times from and after receipt of an Activation Notice from Agent, unless and until such Activation Notice is rescinded by Agent in writing (the A Activation Period @ ) Bank shall determine, on each business day, the balance of all available funds on deposit in the Blocked Accounts and automatically initiate a federal funds wire transfer of all such funds not later than 10:00 a.m. (New York Time) on such business day to the account designated below, or to such other account as may be designated in writing from time to time by Agent (the A Concentration Account @ ): [Name of Bank] [Address of Bank] ABA No. ______________________ Account No. ________________ Account Name: [___________________./__________________] – Concentration Account 5. Statements and Other Information . Bank shall send to Agent copies of all returned and dishonored Receipts that are individually in excess of $1,000 (or such other dollar threshold as requested by Agent from time to time) promptly upon Bank = s receipt thereof, and upon Agent = s request Bank shall provide Agent with copies of the regular monthly bank statements provided to Grantor and such other information relating to the Blocked Accounts as shall reasonably be requested by Agent. Bank shall also deliver a copy of all notices and statements (other than copies of the regular monthly bank statements referenced above) required to be sent to Grantor pursuant to any agreement governing or related to the Blocked Accounts to Agent at such times as provided therein. 6. Fees . Bank agrees not to exercise or claim any right of offset, right of recoupment, security interest, banker = s lien or other like right against the Blocked Accounts for so long as this Agreement is in effect except as provided herein with respect to (i) returned or charged-back items, (ii) reversals or cancellations of payment orders and other electronic fund transfers, (iii) overdrafts resulting from adjustments or corrections of previous credits or other postings (together with clauses (i) and (ii), collectively, A Returned Items @ ) or (iv) Bank = s charges, fees and expenses with respect to the Account or the services provided in connection therewith or hereunder (collectively, A Charges @ ). 7. Exculpation of Bank . Grantor and Agent agree that Bank shall have no liability to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or indirectly, by reason of this Agreement or any transaction or service contemplated by the provisions hereof, unless occasioned by the gross negligence or willful misconduct of Bank. In no event shall Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Bank = s reasonable control or for indirect, special or consequential damages. 8. Indemnity . Grantor hereby agrees to indemnify, defend and save harmless Bank against any loss, liability or expense (including reasonable fees and disbursements of counsel who may be an employee of Bank) incurred in connection with this Agreement or the Blocked Accounts (except to the extent due to Bank = s willful misconduct or gross negligence) or incurred at Grantor = s direction or instruction (to the extent permissible hereunder), including without limitation any Returned Items or Charges. If any Returned Items are not paid by the Grantor within fifteen (15) days after written demand therefor by Bank to Grantor, Agent shall pay to Bank within thirty (30) days after receipt of written demand therefor from Bank the amount of such Returned Items; provided that the Agent shall have received such demand within sixty (60) days after the funds attributable to such Returned Item have been wire transferred to the Agent = s account as provided in paragraph 4 above. If any Charges are not paid by the Grantor within fifteen (15) days after written demand therefor by Bank to Grantor, Agent shall pay to Bank within thirty (30) days after receipt of written demand therefor from Bank the amount of such Charges; provided that (x) any such amount shall not exceed the aggregate monthly amount of such Charges for the prior six (6) month period and (y) the Agent has received such demand prior to the effective date of any termination of this Agreement. 9. Termination . This Agreement may be terminated by the Grantor only upon delivery to Bank of a written notification thereof jointly executed by Grantor and Agent. Agent may terminate this Agreement at any time, with or without cause, seven (7) days following its delivery of written notice thereof to each of Grantor and Bank. This Agreement may be terminated by Bank at any time on not less than 30 days prior written notice delivered to Grantor and Agent. Prior to the receipt of an Activation Notice upon the effective date of termination to or by Bank and after the receipt of an Activation Notice upon delivery or receipt of such notice of termination, Bank will, unless instructed in writing to the contrary by the Agent: (a) immediately transmit to the Concentration Account (i) all funds, if any, then on deposit in, or otherwise to the credit of, the Blocked Accounts, and (ii) upon receipt, all funds received after such notice for deposit in, or otherwise to the credit of, the Blocked Accounts; and (b) deliver directly to Agent all Receipts consisting of checks, money orders, drafts and other instruments or items of value, whether then in the possession of Bank or received by Bank after such notice, without depositing such Receipts in the Blocked Accounts or any other account. The provisions of paragraphs 2 and 3 shall survive termination of this Agreement unless and until specifically released by Agent in writing. All rights of Bank under paragraphs 6, 7 and 8 shall survive any termination of this Agreement. 10. Irrevocable Agreements . Grantor acknowledges that the agreements made by it and the authorizations granted by it in paragraphs 2, 3, and 4 hereof are irrevocable and that the authorizations granted in paragraphs 2, 3 and 4 hereof are powers coupled with an interest. 11. Notices . All notices, requests or other communications given to Grantor, Agent or Bank shall be given in writing (including by facsimile) at the address specified below: Agent: Manager Telephone: Facsimile: Bank: [Bank Name] Attention: Telephone: (___) ___-_____ Facsimile: (___) ___-______ Grantor: Attention: Telephone: Facsimile: Any party may change its address for notices hereunder by notice to each other party hereunder given in accordance with this paragraph 11. Each notice, request or other communication shall be effective (a) if given by facsimile during normal business hours on a business day, when such facsimile is transmitted to the facsimile number specified in this paragraph 11 and confirmation of receipt is made by the appropriate party, (b) if given by overnight courier, on the next business day after such communication is deposited with the overnight courier for delivery, addressed as aforesaid and delivery requested for the next business day, or (c) if given by any other means, when delivered at the address specified in this paragraph 11. 12. Miscellaneous . (a) This Agreement may be amended only by a written instrument executed by Agent, Bank, and Grantor acting by their respective duly authorized representatives. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, but neither Grantor nor Bank shall be entitled to assign or delegate any of its rights or duties hereunder without first obtaining the express prior written consent of Agent. (c) This Agreement may be executed in any number of several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (d) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF _________ (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES). IN WITNESS WHEREOF, each of the parties has executed and delivered this Blocked Account Agreement as of the day and year first above set forth. A Bank @ By: Title: A GRANTOR @ By: Title: A Agent @ , as Agent By: Duly Authorized Signatory