Common use of Blocked Accounts Clause in Contracts

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents) 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 the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders 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 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 Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the 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, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the 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 activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables SellerSeller (the "Blocked Account Agreements"), in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders 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 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 Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the 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, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the 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 activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself and on behalf At the request of the Receivables Purchasers Agent which may be made ---------------- at any time upon the occurrence and Purchaser Agentsfor so long as an Event of Default is continuing, the Borrower shall establish blocked account arrangements and depository accounts (collectively, the "Blocked Accounts") hereby consents with such depository ---------------- institutions that receive payments or remittances with respect to the execution of 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 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 bank accounts held the Borrower's or any Subsidiary's Accounts) in the name 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 Receivables SellerAgent's election, transferred via ACH) to the Agent at its Payment Office as Agent may specify in accordance with writing and, upon becoming available funds, shall be applied first to pay any Obligations (other than principal or interest on the terms ----- Loans) then due and payable and second to reduce the then outstanding principal ------ balance of Swingline Loans and Revolving Loans pursuant to Section 4.01. If at ------------ any time the Security Agreement (then outstanding balance of Swingline Loans and Revolving Loans shall be zero and no other Obligations are then due and payable, the “Blocked Account Agreements”) (it being understood that the interest of Lenders AgentAgent shall, on behalf the Business Day following the Borrower's request, pay over to the Borrower amounts received by the Agent from the Blocked Accounts constituting available funds in excess of itself Obligations then due and Lenderspayable (provided, that if a Default or an Event of Default shall have occurred and then be continuing, such amounts shall also be in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections excess of all Letter of Credit Outstandings and other proceeds in respect thereof). The Receivable Agent agreesoutstanding Obligations, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether or not the Receivables Documents have been terminated then due 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 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 Requestpayable). 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 Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the 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, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the 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 activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Collateral Agent (for itself ---------------- and on behalf of the Receivables Purchasers and Purchaser 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 Receivables SellerTransferor, in accordance with the terms Section 5(b)(ii) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, 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 Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders 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 under as contemplated in Section 5(b)(ii)(x) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite 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 (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the “a "Final Notification Request”) "), to the Receivables Agent asking it to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full 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 under as contemplated in Section 5(b)(ii)(x) of the Blocked Account AgreementsSecurity Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice contemplated in Section 5(b)(ii)(x) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.192.20, 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 Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(ii)(x) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) 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 been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent Prior to, and in no event later than, the Closing Date, Borrower shall establish and thereafter maintain, and cause each Subsidiary to establish and thereafter maintain, one or more additional Deposit Accounts of Borrower and each Subsidiary as blocked accounts (for itself and on behalf of the Receivables Purchasers and Purchaser Agents“Blocked Accounts” or a “Blocked Account”) hereby consents pursuant to the execution of blocked account one or more agreements with respect to bank accounts held in the name of the Receivables Seller(collectively, in accordance with the terms of the Security Agreement (the “Blocked Account Agreements” or a “Blocked Account Agreement”) with one or more banks (it being understood that including the interest of Lenders AgentBank) (collectively, “Blocked Account Banks” or a “Blocked Account Bank”) into which Borrower shall remit, and shall cause each Subsidiary to remit, payments on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds of Collateral. All amounts on deposit in respect thereof)a Blocked Account shall be transferred on a daily basis to the Concentration Account by wire transfer of immediately available funds in a manner satisfactory to Lender. The Receivable Agent agreesUnless otherwise agreed to by Lender, upon each Blocked Account Bank shall acknowledge and agree pursuant to its Blocked Account Agreement that all payments and deposits made to its Blocked Account are the written request sole and exclusive property of the Lenders Agent (an “Initial Notification Request”), Lender; that such Blocked Account Bank has no right to provide set off against its Blocked Account except as expressly provided in its Blocked Account Agreement; and that such Blocked Account Bank will wire transfer immediately available funds in a written response stating whether or not the Receivables Documents have been terminated and manner satisfactory to Lender all monetary obligations under the Receivables Documents have been satisfied funds deposited in full and, if such 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 Receivables Agent asking it Concentration Account on a daily basis as soon as such funds are collected. The Borrower agrees, and shall cause each Subsidiary to provide a written response stating agree, that all payments, whether by cash, check, wire transfer or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied other instruments of deposit in full and, if such termination and satisfaction have occurred, to notify the applicable banks under the each 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, the Lenders Agent shall be entitled the sole and exclusive property of Lender, and that Borrower shall not, and no Subsidiary shall, have any right, title or interest therein or in any Blocked Account. Borrower shall not and shall not permit any Subsidiary to activate modify in any respect, without the prior written consent of Lender, any Blocked Account AgreementsAgreement or any other arrangement relating to any Blocked Account. Notwithstanding anything to the contrary Unless otherwise expressly permitted in this Section 2.19a Blocked Account Agreement, 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 activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent Lender shall have indicated in writing (or a court of competent jurisdiction shall have determined) that no responsibility for the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions of this Agreement and the provisions maintenance of any Blocked Account Agreement, including the provisions payment of this Agreement shall control and be binding in all respectsany fees thereunder.

Blocked Accounts. The Receivables Collateral Agent (for itself and on behalf of the Receivables Purchasers and Purchaser Funding Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts currently held in the name of the Receivables SellerTransferor, in accordance with the terms Section 5(b) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, 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 Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders Lender Agent (an “Initial Notification Request”), ) (a copy of which shall 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 termination and satisfaction have occurred, to notify the applicable banks under as contemplated in Section 5(b)(i) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite 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 (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (hereinafter defined). During the continuance of the Receivables Collateral Agent’s failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the a “Final Notification Request”) (a copy of which shall be delivered by the Lender Agent to the Receivables Collateral Agent asking it and USS) to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full 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 under as contemplated in Section 5(b)(i) of the Blocked Account AgreementsSecurity Agreement. In If the event that Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice 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 2.192.20, 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 Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(i) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) 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 been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Collateral Agent (for itself and on behalf of the Receivables Purchasers and Purchaser 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 Receivables SellerTransferor, in accordance with the terms Section 5(b) of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, 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 Receivable Receivables Collateral Agent agrees, upon the written request of the Lenders 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 under as contemplated in Section 5(b)(i) of the Blocked Account Agreements Security Agreement (it being understood that the Lenders Lender Agent shall deliver an Initial Notification Request only if it believes in good faith belief that the Receivables Documents may have been terminated and all monetary obligations thereunder may have been paid, or if the Lenders Agent it has been instructed in good faith by the Requisite 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 (5) Business Days of its receipt the effectiveness of the such Initial Notification Request, the Lenders Lender Agent may deliver a second Final Notification Request (as defined below). During the continuance of the Receivables Collateral Agent's failure to respond or give requisite notice to the applicable banks, each of the Funding Agents party hereto agrees, upon the written request of the Lender Agent (the “a "Final Notification Request”) "), to the Receivables Agent asking it to provide a written response stating state whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Receivables Documents have been satisfied in full 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 under as contemplated in Section 5(b)(i) of the Blocked Account AgreementsSecurity Agreement. In the event that the Funding Agents have not complied with, or caused the Receivables Collateral Agent has not responded in writing to comply with, such Final Notification Request within three (3) Business Days of its receipt the effectiveness of the such Final Notification Request, the Lenders Lender Agent shall be entitled to activate deliver the Blocked Account Agreementsnotice contemplated in Section 5(b)(i) of the Security Agreement. Notwithstanding anything to the contrary in this Section 2.192.20, 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 Lenders Lender Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to activate any deliver the notice contemplated in Section 5(b)(i) of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) 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 been terminated and all monetary obligations in respect 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 provisions of this Agreement shall control and be binding in all respects.

Blocked Accounts. The Receivables Agent (for itself and on behalf Each of the Receivables Purchasers Loan Parties represents, acknowledges and Purchaser Agents) hereby consents to the execution of blocked account agreements with respect to bank accounts held in the name of the Receivables Selleragrees that, in accordance with the terms of the Security Agreement (the “Blocked Account Agreements”) (it being understood that the interest of Lenders Agent, on behalf of itself and Lenders, in such bank accounts and amounts held therein shall extend only to Unsold Receivables and Collections and other proceeds in respect thereof). The Receivable Agent agrees, upon the written request of the Lenders Agent (an “Initial Notification Request”), to provide a written response stating whether notwithstanding any term 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 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 Receivables Agent asking it to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivable Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the 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, the Lenders Agent shall be entitled to activate the Blocked Account Agreements. Notwithstanding anything to the 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 activate any of the Blocked Accounts (or otherwise notify the applicable account banks to take other actions with respect to such Blocked Accounts) unless and until the Receivables Agent shall have indicated in writing (or a court of competent jurisdiction shall have determined) that the Receivables Documents have been terminated and all monetary obligations in respect thereof have been satisfied. For the avoidance of doubt, to the extent of any inconsistency between the provisions 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 provisions Net Cash Proceeds of any 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 provisions Agent has sole control over, and a first priority, perfected lien and security interest in (for the benefit of this 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) 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 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 the Borrowing Base Blocked Account withdrawn and returned to the Company provided that (x) if any Loans exist, then such cash shall be binding in applied first to prepay all respectsLoans, (y) prior to such withdrawal, the Company provides a new Borrowing Base Certificate giving effect to such withdrawal, and (z) no Default or Unmatured Default exists at the time of such request by the Company or the withdrawal.