Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. (1) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such day.

Blocked Accounts. The Receivables Agent (1for itself and on behalf of the Receivables Purchasers and Purchaser Agents) Upon delivery hereby consents to the execution of blocked account agreements in favor of the Controlling Agent with respect to bank accounts held in the name of the Receivables Seller, in accordance with Section 5.2(p)the terms of the applicable Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Controlling Agent, on behalf of itself and the Borrower Controlling Lenders, in such bank accounts and each other Credit Party amounts held therein shall (i) forthwith upon receipt, pay all cash receipts extend only to Unsold Receivables and deposit all cheques Collections and other payments and amounts of any kind whatsoeverproceeds in respect thereof). The Receivable Agent agrees, including all proceeds of Collateral, insurance and reinsurance, into upon the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part written request of the CollateralControlling Agent (an “Initial Notification Request”), to pay provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such amounts directly termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Controlling Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Controlling Agent has been instructed in good faith by the Requisite Controlling Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Controlling Agent may deliver a second notice (the “Final Notification Request”) to the appropriate Blocked Account. (2) Upon Receivables Agent asking it to provide a written response stating whether or not the occurrence of a Default or an Event of Default (each Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such timetermination and satisfaction have occurred, an “Activating Event”), to notify the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, deliver notice the Controlling Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the depository bank with contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Controlling Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to one or more activate any of the Blocked Accounts (an “Activating Notice”) instructing it or otherwise notify the applicable account banks to accept instructions exclusively from the Collateral Agent take other actions with respect to such Blocked Accounts. ) unless and until the Receivables Agent shall have indicated in writing (3or a court of competent jurisdiction shall have determined) On each Business Day during which an Activating Notice is that the Receivables Documents have been terminated and all monetary obligations in effectrespect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the Collateral Agent shall, at the direction provisions of the Majority Lenders, apply this Agreement shall control and be binding in all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayrespects.

Blocked Accounts. (1a) Upon delivery On or before the Closing Date, Borrowers shall establish and thereafter maintain one or more Deposit Accounts of Borrowers with the Bank as blocked account agreements accounts {""Blocked Accounts'" or a ""Blocked Account") pursuant to an agreement (collectively, ""Blocked Account Agreements" or a ""Blocked Account Agreement") with the Bank (collectively, ""Blocked Account Banks" or a ""Blocked Account Bank") into which Borrowers shall remit and deposit payments on Receivables and other proceeds of Collateral. All amounts on deposit in the Blocked Account shall be held in the Blocked Account and applied in accordance with Section 5.2(p)this Agreement. Unless otherwise agreed to by Lender, the Borrower each Blocked Account Bank shall acknowledge and each other Credit Party shall (i) forthwith upon receipt, pay agree pursuant to its respective Blocked Account Agreement that all cash receipts and deposit all cheques and other payments and amounts deposits made to its Blocked Account are Collateral for the Obligations under this Agreement; that such Blocked Account Bank has no right to set off against its Blocked Account except as expressly provided in its Blocked Account Agreement. Each Borrower agrees that all payments, whether by cash, check, wire transfer or other instruments of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest deposit in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreementsshall be treated as Collateral for the Obligations under this Agreement, deliver notice and that Borrowers shall not have any right to withdraw any funds from such Account. Borrowers shall not modify in any respect, without the depository bank with respect prior written consent of Lender, the Blocked Account Agreement or any other arrangement relating to one or more any Blocked Account. Unless otherwise expressly permitted in a Blocked Account Agreement, Lender shall have no responsibility for the maintenance of any Blocked Account Agreement, including the payment of any fees thereunder. (b) the Borrowers agree, as soon as practicable and in any event within thirty (30) days of the Closing Date, to cause all payments of Receivables and other Collateral to be deposited in, and remitted exclusively to, the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction Bank and to use any other accounts maintained by the Borrowers solely to make disbursements of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing proceeds of Advances made by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayLender.

Blocked Accounts. The Receivables Agent (1for itself and on behalf of the Receivables Purchasers and Purchaser Agents) Upon delivery hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller, in accordance with Section 5.2(p)the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, the Borrower on behalf of itself and each other Credit Party Lenders, in such bank accounts and amounts held therein shall (i) forthwith upon receipt, pay all cash receipts extend only to Unsold Receivables and deposit all cheques Collections and other payments and amounts of any kind whatsoeverproceeds in respect thereof). The Receivable Agent agrees, including all proceeds of Collateral, insurance and reinsurance, into upon the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part written request of the CollateralLenders Agent (an “Initial Notification Request”), to pay provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such amounts directly termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the “Final Notification Request”) to the appropriate Blocked Account. (2) Upon Receivables Agent asking it to provide a written response stating whether or not the occurrence of a Default or an Event of Default (each Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such timetermination and satisfaction have occurred, an “Activating Event”), to notify the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, deliver notice the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the depository bank with contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to one or more activate any of the Blocked Accounts (an “Activating Notice”) instructing it or otherwise notify the applicable account banks to accept instructions exclusively from the Collateral Agent take other actions with respect to such Blocked Accounts. ) unless and until the Receivables Agent shall have indicated in writing (3or a court of competent jurisdiction shall have determined) On each Business Day during which an Activating Notice is that the Receivables Documents have been terminated and all monetary obligations in effectrespect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions of any Blocked Account Agreement, the Collateral Agent shall, at the direction provisions of the Majority Lenders, apply this Agreement shall control and be binding in all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayrespects.

Blocked Accounts. (1) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the The Receivables Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for itself and on behalf of the Borrower Receivables Purchasers and Funding Agents) hereby consents to the execution of blocked account agreements (the "Blocked Account Agreements") with respect to bank accounts currently held in the name of the Transferor, in accordance with Section 5(b) of the Security Agreement (it being understood that the Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivables Collateral Agent agrees, upon the written request of the Lender Agent (an "Initial Notification Request"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement (it being understood that the Lender Agent shall pay deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by the Required Lenders to make such Surplus Amount Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five Business Days of the effectiveness of such Initial Notification Request, the Lender Agent may deliver a Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the Borrower no later than the end applicable banks, each of the third Funding Agents party hereto agrees, upon the written request of the Lender Agent (a "Final Notification Request"), to state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent to comply with, such Final Notification Request within three Business Day following Days of the effectiveness of such dayFinal Notification Request, the Lender Agent shall be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have terminated and all monetary obligations in respect thereof have been satisfied.

Blocked Accounts. The Receivables Agent (1for itself and on behalf of the Receivables Purchasers and Purchaser Agents) Upon delivery hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Seller (the "Blocked Account Agreements"), in accordance with Section 5.2(p)the terms of the Security Agreement (it being understood that the interest of Lenders Agent, the Borrower on behalf of itself and each other Credit Party Lenders, in such bank accounts and amounts held therein shall (i) forthwith upon receipt, pay all cash receipts extend only to Unsold Receivables and deposit all cheques Collections and other payments and amounts of any kind whatsoeverproceeds in respect thereof). The Receivable Agent agrees, including all proceeds of Collateral, insurance and reinsurance, into upon the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part written request of the CollateralLenders Agent (an "Initial Notification Request"), to pay provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such amounts directly termination and satisfaction have occurred, to notify the applicable banks under the Blocked Account Agreements (it being understood that the Lenders Agent shall deliver an Initial Notification Request only if it believes in good faith that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent has been instructed in good faith by the Requisite Lenders to make such Initial Notification Request). If the Receivables Agent does not respond in writing within five (5) Business Days of its receipt of the Initial Notification Request, the Lenders Agent may deliver a second notice (the "Final Notification Request") to the appropriate Blocked Account. (2) Upon Receivables Agent asking it to provide a written response stating whether or not the occurrence of a Default or an Event of Default (each Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such timetermination and satisfaction have occurred, an “Activating Event”), to notify the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to applicable banks under the Blocked Account Agreements. In the event that the Receivables Agent has not responded in writing within three (3) Business Days of its receipt of the Final Notification Request, deliver notice the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the depository bank with contrary in this Section 2.19, if the Receivables Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lenders Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to one or more activate any of the Blocked Accounts (an “Activating Notice”) instructing it or otherwise notify the applicable account banks to accept instructions exclusively from the Collateral Agent take other actions with respect to such Blocked Accounts. ) unless and until the Receivables Agent shall have indicated in writing (3or a court of competent jurisdiction shall have determined) On each Business Day during which an Activating Notice is in effect, that the Collateral Agent shall, at the direction of the Majority Lenders, apply Receivables Documents have been terminated and all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower monetary obligations in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such daythereof have been satisfied.

Blocked Accounts. At the request of the Agent which may be made ---------------- at any time upon the occurrence and for so long as an Event of Default is continuing, the Borrower shall establish blocked account arrangements and depository accounts (1collectively, the "Blocked Accounts") Upon delivery of with such depository ---------------- institutions that receive payments or remittances with respect to the Borrower's or any Subsidiary's Accounts, or such other depository institutions as the Agent may determine, pursuant to blocked account agreements and subject to irrevocable instructions in accordance form and substance satisfactory to the Agent, and in which the Borrower shall immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral (including, without limitation, remittances with respect to the Borrower's or any Subsidiary's Accounts) in the identical form in which such payment is made, whether by cash, check or otherwise, duly endorsed for collection, if necessary. Pursuant to the aforementioned irrevocable instructions and blocked account agreements, all amounts held or deposited in the Blocked Accounts, upon collection of good funds in such Blocked Accounts, shall be wire transferred (or, at the Agent's election, transferred via ACH) to the Agent at its Payment Office as Agent may specify in writing and, upon becoming available funds, shall be applied first to pay any Obligations (other than principal or interest on the ----- Loans) then due and payable and second to reduce the then outstanding principal ------ balance of Swingline Loans and Revolving Loans pursuant to Section 5.2(p)4.01. If at ------------ any time the then outstanding balance of Swingline Loans and Revolving Loans shall be zero and no other Obligations are then due and payable, the Borrower and each other Credit Party shall (i) forthwith upon receiptAgent shall, on the Business Day following the Borrower's request, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom over to the Borrower or Credit Partyamounts received by the Agent from the Blocked Accounts constituting available funds in excess of Obligations then due and payable (provided, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of that if a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (shall have occurred and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”)be continuing, such Surplus Amount amounts shall also be deemed to be held in trust by the Collateral Agent for excess of all Letter of Credit Outstandings and on behalf of the Borrower other outstanding Obligations, whether or not then due and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such daypayable).

Blocked Accounts. (1a) Upon delivery Following the occurrence and during the continuance of blocked account agreements any DCL Payment Failure (other than a DCL Other Payment Failure that is a Good Faith Contested Payment), Guarantee Fees, Reinsurance Proceeds, subrogation recoveries, reimbursement recoveries and any other amounts payable by any party to DCL under this Agreement or any other Separation Document or the MTN Business Transaction Documents (other than the FSA Global Swaps and the Cypress Swaps) will be deposited by such party (or by DCL if such party fails to so deposit such amounts) into the Cash Trapping Account; provided that amounts owed by an FSA Party under Sections 2.2(a) and 2.2(c) will be paid directly to DCL and not deposited into the Cash Trapping Account unless a DCL Guaranty Payment Failure has occurred and is continuing. (b) Any amounts on deposit in the Cash Trapping Account will be applied by FSA in the following order of priority: (first) to the relevant FSA Party, in satisfaction of amounts due and payable to such FSA Party in respect of any DCL Guaranty Payment Failures, (second) to DCL, in satisfaction of amounts due and payable by such FSA Party under Sections 2.2(a) and 2.2(c) and (third) to the FSA Parties, in satisfaction of any other amounts due and payable to the FSA Parties under this Agreement and any other Separation Document (other than a DCL Other Payment Failure that is a Good Faith Contested Payment). After all amounts required to be paid by DCL to FSA have been paid (and any required DCL Collateral has been posted to the Collateral Posting Account), and no other DCL Default or DCL Event of Default has occurred and is continuing, all amounts payable to DCL under the Separation Documents shall be paid directly to DCL and shall not be deposited into the Cash Trapping Account. Any amounts on deposit in the Collateral Posting Account may be applied by the applicable FSA Party only in accordance with Section 5.2(p), the Borrower and each other Credit Party shall (i5.3(b) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Accountsatisfy DCL Guaranty Payment Failures. (2c) Upon For the occurrence avoidance of a Default or an Event of Default (each such time, an “Activating Event”)doubt, the deposit of any DCL Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the into a Blocked Account Agreementsshall not relieve FSA Global, deliver notice Premier, Cypress or DCL of any of their respective obligations to make timely payments in accordance with the depository bank with respect to one terms of this Agreement, the FSA Global DCL Guarantees, the Indemnification Agreement, the Insurance and Indemnity Agreements or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accountsany other Separation Document. (3d) On each Business Day during which an Activating Notice is DCL hereby grants a first priority security interest to the FSA Parties in effectall of DCL’s right, title and interest in the DCL Collateral (a) in the case of the DCL Collateral deposited into or otherwise credited to the Collateral Agent shallPosting Account, at to secure DCL’s obligation to satisfy any DCL Guaranty Payment Failure under the direction FSA Global DCL Guarantees and (b) in the case of the Majority LendersDCL Collateral deposited into or otherwise credited to the Cash Trapping Account, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds secure DCL’s obligation to pay the amounts then owing described in Section 2.11(b). DCL shall take reasonable actions deemed necessary or desirable by any FSA Party or that are required by applicable law to continue the Borrower FSA Parties’ first priority perfected security interest in respect the DCL Collateral. The FSA Parties shall have the rights and remedies of a secured party under the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such dayUCC.

Blocked Accounts. (1i) Upon delivery Borrowers will cause all Gross Revenues to be deposited to the Property Level Blocked Accounts and shall give irrevocable notices to tenants and other account debtors of blocked account agreements Borrowers or the Projects to make all payments made by wire transfer, directly to the applicable Property Level Blocked Account or if by check to the applicable Lockbox. (ii) At Closing, Borrower shall deposit into the Guarantor Level Blocked Account from the proceeds of the Initial Funding Amount the amount of $3,875,000 (the “Project Improvement Funds”), which funds shall be held and disbursed in accordance with Section 5.2(p)the terms of this Agreement. Provided no Default or Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may withdraw funds from the Borrower Guarantor Level Blocked Account for the sole purpose of paying or reimbursing Borrowers for the payment of costs and each other Credit Party expenses of Tenant Improvements, Capital Improvements and Leasing Commissions actually incurred by Borrowers. The Project Improvement Funds shall be allocated as follows: (i) forthwith upon receipt$634,250 for Capital Improvements, pay all cash receipts (ii) $431,792 for the costs and deposit all cheques expenses of Tenant Improvements and other payments Leasing Commissions actually incurred by Borrower prior to the Closing Date and amounts (iii) $2,808,958 for Tenant Improvements and Leasing Commissions in connection with Leases and/or Lease renewals entered into by any of the Borrowers following the Closing Date, capital improvements deemed necessary by Borrowers to lease the Projects or working capital costs and expenses in connection with the operation of the Projects . Funds allocated to one category may not be reallocated to another category without Lender’s prior written consent. Either prior to or promptly after disbursing any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into Project Improvement Funds from the appropriate Guarantor Level Blocked Account, Borrowers shall provide Lender with copies of invoices, lien waivers, applications for payments, cancelled checks, or other evidence of payment of amounts incurred and/or due and (iipayable by Borrowers in connection with any such disbursement. Project Improvement Funds shall be only be disbursed in accordance with this Section 2.9(b)(ii) direct all insurers and all other Persons from whom any failure to comply with the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or terms hereof shall constitute an immediate Event of Default (each such time, an “Activating Event”), the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accountsunder this Agreement. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such day.

Blocked Accounts. (1) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the The Receivables Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for itself and on behalf of the Borrower Receivables Purchasers and Funding Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts currently held in the name of the Transferor, in accordance with Section 5(b) of the Security Agreement (it being understood that the Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivables Collateral Agent agrees, upon the written request of the Lender Agent (an “Initial Notification Request”) (a copy of which shall pay be delivered by the Lender Agent to each Funding Agent and USS) to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such Surplus Amount termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement (it being understood that the Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by the Required Lenders to make such Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five Business Days of the effectiveness of such Initial Notification Request, the Lender Agent may deliver a Final Notification Request (hereinafter defined). During the continuance of the Receivables Collateral Agent’s failure to respond or give requisite notice to the Borrower no later than the end applicable banks, each of the third Funding Agents party hereto agrees, upon the written request of the Lender Agent (a “Final Notification Request”) (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent and USS) to state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement. If the Funding Agents have not complied with, or caused the Receivables Collateral Agent to comply with, such Final Notification Request within three Business Day following Days of the effectiveness of such dayFinal Notification Request, the Lender Agent shall be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent, each Funding Agent and USS). Notwithstanding anything to the contrary in this Section 2.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have terminated and all monetary obligations in respect thereof have been satisfied.

Blocked Accounts. (1a) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the Borrower and each other Credit Party Each Assignor shall (i) forthwith upon receipt, pay all establish and maintain cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence management services of a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (type and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to on terms as are commercially reasonable at one or more of the Blocked Accounts Account Banks listed on Schedule 7 (an “Activating Notice”) instructing it being understood and agreed that cash management services as of the Issue Date are satisfactory to accept instructions exclusively from Collateral Trustee), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the Collateral Agent with respect amounts owed by them directly to such Blocked Accounts. Account Bank, and (3ii) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed deposit or cause to be held deposited promptly, and in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower any event no later than the end first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to an Assignor) into a bank account of such Assignor (each, a "Blocked Account") at one of the third Business Day following Blocked Account Banks. (b) Each Assignor shall establish and maintain Blocked Account Agreements with Collateral Trustee and the applicable Blocked Account Bank, in form and substance reasonably acceptable to Collateral Trustee. Each such dayBlocked Account Agreement shall provide, among other things, and in each case in accordance with the terms and provisions of the Collateral Trust Agreement, that (i) the Blocked Account Bank will comply with any instructions originated by Collateral Trustee directing the disposition of the funds in such Blocked Account without further consent by the applicable Assignor, (ii) the Blocked Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Blocked Account other than for payment of its service fees and other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, and (iii) upon the instruction of Collateral Trustee (an "Activation Instruction"), the Blocked Account Bank will forward by daily sweep all amounts in the applicable Blocked Account to the Trustee's Account. Collateral Trustee agrees not to issue an Activation Instruction with respect to the Blocked Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued and such instruction is otherwise in accordance with the terms and provisions of the Collateral Trust Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Issuer may amend Schedule 7 to add or replace a Blocked Account Bank or Blocked Account; provided, however, that prior to the time of the opening of such Blocked Account, the applicable Assignor and such prospective Blocked Account Bank shall have executed and delivered to Collateral Trustee a Blocked Account Agreement.

Blocked Accounts. Each of the Loan Parties represents, acknowledges and agrees that, notwithstanding any term or provision of this Agreement or any other Loan Document, (a) an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds have been, and the Net Cash Proceeds of all asset sales after the Effective Date will be, deposited into the 2006 Blocked Account and be subject to the 2006 Blocked Account Control Agreement, (b) MSX Engineering has full power to transfer all rights in and to all amounts that have been or will be deposited into the 2006 Blocked Account, including without limitation an amount equal to all MSX UK Sale Net Cash Proceeds, MSX CTS Sale Net Cash Proceeds and GTECH Sale Net Cash Proceeds, (c) under each of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, the Agent has sole control over, and a first priority, perfected lien and security interest in (for the benefit of itself and the LC Issuer and the Lenders and securing all Secured Obligations) the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account, respectively, and all amounts deposited therein at any time, and (d) each Loan Party hereby ratifies and confirms the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement, and MSX Engineering and any other Loan Party depositing any funds in any of the 2006 Blocked Account Control Agreement, the Borrowing Base Blocked Account Agreement and the LC Blocked Account Agreement agrees to execute and deliver all further agreements and documents in connection therewith at any time requested by the Agent. Notwithstanding anything herein or in any other agreement to the contrary, the Agent shall have sole control over the 2006 Blocked Account, the Borrowing Base Blocked Account and the LC Blocked Account and the Agent may apply (whether by direct payment, by cash collateralizing or by other defeasance as determined by the Agent) any and all amounts in the 2006 Blocked Account, the Borrowing Base Blocked Account or the LC Blocked Account all to the Secured Obligations and permanently reduce the Commitments by the amount of such application at any time (i) upon or during the continuance of a Default (and automatically upon a Default under clause (f) of Article VII hereof), (ii) if required to prevent any required payment or default, if any, under the Subordinated Debt, the Fourth Secured Term Loan Debt, the Third Secured Term Loan Debt or the Second Secured Debt or (iii) upon demand by the Agent or the Required Lenders. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall have the right, upon two Business Days prior written notice the Agent or such other shorter period of time agreed to by the Agent, to have (1) Upon delivery cash in the 2006 Blocked Account applied to prepay Loans, provided that any such prepayment from the 2006 Blocked Account shall permanently reduce the Commitments by the amount of blocked account agreements such prepayment and no Default or Unmatured Default exists at the time of such request by the Company or the prepayment and (2) cash in accordance with Section 5.2(p)the Borrowing Base Blocked Account withdrawn and returned to the Company provided that (x) if any Loans exist, then such cash shall be applied first to prepay all Loans, (y) prior to such withdrawal, the Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked AccountCompany provides a new Borrowing Base Certificate giving effect to such withdrawal, and (iiz) direct all insurers and all other Persons from whom no Default or Unmatured Default exists at the Borrower time of such request by the Company or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Accountwithdrawal. 1.16 Section (2t) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice Article VII is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for and on behalf of the Borrower and the Collateral Agent shall pay such Surplus Amount to the Borrower no later than the end of the third Business Day following such day.restated as follows:

Blocked Accounts. (1) Upon delivery of blocked account agreements in accordance with Section 5.2(p), the Borrower and each other Credit Party shall (i) forthwith upon receipt, pay all cash receipts and deposit all cheques and other payments and amounts of any kind whatsoever, including all proceeds of Collateral, insurance and reinsurance, into the appropriate Blocked Account, and (ii) direct all insurers and all other Persons from whom the Borrower or Credit Party, as applicable, may become entitled to receive payments (including proceeds arising from license or sale of production, business interruption insurance, liquidated damages under any performance bond, letter of credit or guarantee, any warranty claim, the sale of or grant of any interest in any part of the Collateral), to pay all such amounts directly to the appropriate Blocked Account. (2) Upon the occurrence of a Default or an Event of Default (each such time, an “Activating Event”), the The Receivables Collateral Agent may (and if required by the Majority Lenders shall), pursuant to the Blocked Account Agreements, deliver notice to the depository bank with respect to one or more of the Blocked Accounts (an “Activating Notice”) instructing it to accept instructions exclusively from the Collateral Agent with respect to such Blocked Accounts. (3) On each Business Day during which an Activating Notice is in effect, the Collateral Agent shall, at the direction of the Majority Lenders, apply all amounts received by it on such Business Day from the Blocked Accounts to any amounts then owing by the Borrower in respect of the Facilities. If on any such Business Day the amount received by the Collateral Agent from the Blocked Accounts exceeds the amounts then owing by the Borrower in respect of the Facilities (after giving effect to the foregoing application) (such excess, a “Surplus Amount”), such Surplus Amount shall be deemed to be held in trust by the Collateral Agent for itself ---------------- and on behalf of the Borrower Receivables Purchasers and Funding Agents) hereby consents to the execution of blocked account agreements (the "Blocked Account Agreements") with respect to bank accounts currently held in the name of the Transferor, in accordance with Section 5(b)(ii) of the Security Agreement (it being understood that the Lender Interest in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivables Collateral Agent agrees, upon the written request of the Lender Agent (an "Initial Notification Request"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(ii)(x) of the Security Agreement (it being understood that the Lender Agent shall pay deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by the Required Lenders to make such Surplus Amount Initial Notification Request). If the Receivables Collateral Agent (i) does not respond in writing to such Initial Notification Request or (ii) confirms in writing that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, but does not so notify the applicable banks, in either case within five Business Days of the effectiveness of such Initial Notification Request, the Lender Agent may deliver a Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the Borrower no later than the end applicable banks, each of the third Funding Agents party hereto agrees, upon the written request of the Lender Agent (a "Final Notification Request"), to state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied and, if such termination and satisfaction have occurred, to use all commercially reasonable efforts to cause the Receivables Collateral Agent to notify the applicable banks as contemplated in Section 5(b)(ii)(x) of the Security Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent to comply with, such Final Notification Request within three Business Day following Days of the effectiveness of such dayFinal Notification Request, the Lender Agent shall be entitled to deliver the notice contemplated in Section 5(b)(ii)(x) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.20, if the Receivables Collateral Agent or any Funding Agent responds in writing to an Initial Notification Request or a Final Notification Request within the respective time periods allowed herein for such response, and such written response states that the Receivables Documents have not terminated or that all monetary obligations in respect thereof have not been satisfied, the Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(ii)(x) of the Security Agreement unless and until the Receivables Collateral Agent or a Funding Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have terminated and all monetary obligations in respect thereof have been satisfied.