Common use of Notices of Suspension of Accounts Clause in Contracts

Notices of Suspension of Accounts. (a) The Collateral Agent may, but shall not be required to, suspend the right of the Depositary and the Borrower to withdraw or otherwise deal with any funds deposited in or credited to the Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary (with a copy to the Borrower and the Administrative Agent) (a “Notice of Suspension”). (b) Notwithstanding any other provision of the Loan Agreement or any other Financing Document, after the issuance by the Collateral Agent of a Notice of Suspension and until such time as the Collateral Agent advises the Depositary and the Borrower in writing that it has withdrawn such Notice of Suspension, no amount may be withdrawn by the Depositary from any Account, without the express prior written consent of the Collateral Agent, and the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issued. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a party.

Notices of Suspension of Accounts. (a) The Senior Collateral Agent and the Collateral Agent may, but shall not be required to, suspend the right of the Depositary Accounts Bank and the Borrower Borrowers’ Agent to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary Accounts Bank (with a copy to the Borrower Borrowers’ Agent and the Administrative Agent) (a “Notice of Suspension”); provided that the Collateral Agent agrees that it will only deliver to the Accounts Bank a Notice of Suspension as permitted in accordance with the terms of this Agreement and the Intercreditor Agreement. (b) Notwithstanding any other provision of the Loan Agreement or any other Financing DocumentDocuments, after the issuance by the Senior Collateral Agent or the Collateral Agent of a Notice of Suspension in accordance with Section 8.18(a) and until such time as the Collateral Agent Person who delivered the Notice of Suspension advises the Depositary Accounts Bank and the Borrower in writing Borrowers’ Agent (with a copy to the Administrative Agent and Senior Administrative Agent) that it has withdrawn such Notice of Suspension, (which it shall do if such Event of Default is no longer continuing) no amount may be withdrawn by the Depositary Accounts Bank from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Collateral Agent, and Person who delivered the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issuedSuspension. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf provision of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a party.(but without limitation of Sections 8.02(g) or (h) (

Notices of Suspension of Accounts. (a) The Existing Collateral Agent and the Collateral Agent may, but shall not be required to, suspend the right of the Depositary Accounts Bank and the Borrower Borrowers’ Agent to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary Accounts Bank (with a copy to the Borrower Borrowers’ Agent and the Administrative Agent) (a “Notice of Suspension”); provided that the Collateral Agent agrees that it will only deliver to the Accounts Bank a Notice of Suspension as permitted in accordance with the terms of this Agreement and the Intercreditor Agreement. (b) Notwithstanding any other provision of the Loan Agreement or any other Financing DocumentDocuments, after the issuance by the Existing Collateral Agent or the Collateral Agent of a Notice of Suspension in accordance with Section 8.18(a) and until such time as the Collateral Agent Person who delivered the Notice of Suspension advises the Depositary Accounts Bank and the Borrower in writing Borrowers’ Agent (with a copy to the Administrative Agent and the Existing Administrative Agent) that it has withdrawn such Notice of Suspension, (which it shall do if such Event of Default is no longer continuing) no amount may be withdrawn by the Depositary Accounts Bank from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Collateral Agent, and Person who delivered the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issuedSuspension. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf provision of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a party.(but without limitation of Sections 8.02(g) or (h) (

Notices of Suspension of Accounts. (a) The Collateral Agent may, but shall not be required to, suspend the right of the Depositary and the Borrower to withdraw or otherwise deal with any funds deposited in or credited to the Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary (with a copy to the Borrower and the Administrative Agent) (a “Notice of Suspension”).. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (b) Notwithstanding any other provision of the Loan Agreement or any other Financing Document, after the issuance by the Collateral Agent of a Notice of Suspension and until such time as the Collateral Agent advises the Depositary and the Borrower in writing that it has withdrawn such Notice of Suspension, no amount may be withdrawn by the Depositary from any Account, without the express prior written consent of the Collateral Agent, and the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issued. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a party.

Notices of Suspension of Accounts. (a) The Collateral Agent may, but shall not be required to, suspend the right of the Depositary Accounts Bank and the Borrower to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary Accounts Bank (with a copy to the Borrower Borrowers and the Administrative Agent) (a “Notice of Suspension”). (b) Notwithstanding any other provision of the Loan Agreement or any other Financing DocumentDocuments, after the issuance by the Collateral Agent of a Notice of Suspension in accordance with Section 8.28(a) and until such time as the Collateral Agent advises the Depositary Accounts Bank and the Borrower in writing Borrowers’ Agent (with a copy to the Administrative Agent) that it has withdrawn such Notice of Suspension, no amount may be withdrawn by the Depositary Accounts Bank from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Collateral Agent, and the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issued. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other provision of the Financing DocumentDocuments, without the express prior written consent of the Required Lenders, no amount may be withdrawn from any Project Account if a Default or Event of Default would occur as a result of such withdrawal. (d) On the date of each withdrawal by the Accounts Bank from a Project Account, the Borrower acknowledges shall be deemed to represent and warrant that if no Default or Event of Default has occurred and is continuing or would occur as a result of such withdrawal, unless the Required Lenders have previously consented in writing to such withdrawal, notwithstanding that an Event of Default has occurred and is continuing, and following delivery continuing or would occur as a result of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a partywithdrawal.

Notices of Suspension of Accounts. (a) The Senior Collateral Agent and the Collateral Agent may, but shall not be required to, suspend the right of the Depositary Accounts Bank and the Borrower Borrowers’ Agent to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary Accounts Bank (with a copy to the Borrower Borrowers’ Agent and the Administrative Agent) (a “Notice of Suspension”); provided that the Collateral Agent agrees that it will only deliver to the Accounts Bank a Notice of Suspension as permitted in accordance with the terms of this Agreement and the Intercreditor Agreement. (b) Notwithstanding any other provision of the Loan Agreement or any other Financing DocumentDocuments, after the issuance by the Senior Collateral Agent or the Collateral Agent of a Notice of Suspension in accordance with Section 8.18(a) and until such time as the Collateral Agent Person who delivered the Notice of Suspension advises the Depositary Accounts Bank and the Borrower in writing Borrowers’ Agent (with a copy to the Administrative Agent and Senior Administrative Agent) that it has withdrawn such Notice of Suspension, (which it shall do if such Event of Default is no longer continuing) no amount may be withdrawn by the Depositary Accounts Bank from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Collateral Agent, and Person who delivered the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issuedSuspension. (c) Notwithstanding anything to any other provision of the contrary in this AgreementFinancing Documents (but without limitation of Sections 8.02(g) or (h) (Deposits into and Withdrawals from Project Accounts), without the express prior written consent of the Required Senior Lenders or, from and after the Senior Discharge Date, the Required Lenders of the Revolving Loan Agreement Class and the Required Lenders of the Tranche A-1 Term Loan Class, no amount may be withdrawn from any Project Account if a Default or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred would occur as a result of such withdrawal. (d) On the date of each withdrawal by the Accounts Bank from a Project Account, the Borrowers’ Agent shall be deemed to represent and warrant that no Notice of Suspension is continuingin effect and that that no Default or Event of Default would occur as a result of such withdrawal, unless the Required Senior Lenders or, from and following delivery after the Senior Discharge Date, the Required Lenders of the Revolving Loan Class and the Required Lenders of the Tranche A-1 Term Loan Class have previously consented in writing to such withdrawal, notwithstanding that a Notice of Suspension is in effect or that has not been withdrawn (provided, that any failure to deliver a Default or Event of Default would occur as a result of such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a partywithdrawal.

Notices of Suspension of Accounts. (a) The Collateral Agent may, but shall not be required to, suspend the right of the Depositary Accounts Bank and the Borrower to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of either (i) an Event of Default or (ii) a Default under Section 8.1(a) of the Loan Agreement, by delivering a notice to the Depositary Accounts Bank (with a copy to the Borrower and the Administrative Agent) (a “Notice of Suspension”). (b) Notwithstanding any other provision of the Loan Agreement or any other Financing DocumentDocuments, after the issuance by the Collateral Agent of a Notice of Suspension in accordance with Section 8.22(a) and until such time as the Collateral Agent advises the Depositary Accounts Bank and the Borrower in writing (with a copy to the Administrative Agent) that it has withdrawn such Notice of Suspension, (which it shall promptly do if such Event of Default is no longer continuing or has been waived) no amount may be withdrawn by the Depositary Accounts Bank from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Collateral Agent, and the Depositary shall comply with any instruction given by the Collateral Agent as contemplated by Section 2.1, without reference to any inconsistent request or instruction from the Borrower or otherwise. For the avoidance of doubt, the withdrawal of a Notice of Suspension by the Collateral Agent shall not affect any other Notice of Suspension that it may have issued. (c) Notwithstanding anything to the contrary in this Agreement, the Loan Agreement or any other provision of the Financing DocumentDocuments (but without limitation of Sections 8.02(g) or (h) (Deposits into and Withdrawals from Project Accounts), without the express prior written consent of the Required Lenders, no amount may be withdrawn from any Project Account if a Default or Event of Default would occur as a result of such withdrawal. (d) On the date of each withdrawal by the Accounts Bank from a Project Account, the Borrower acknowledges shall be deemed to represent and warrant that if an no Notice of Suspension is in effect and that that no Default or Event of Default has occurred and is continuingwould occur as a result of such withdrawal, and following delivery of unless the Required Lenders have previously consented in writing to such withdrawal, notwithstanding that a Notice of Suspension is in effect or that has not been withdrawn (provided, that any failure to deliver a Default or Event of Default would occur as a result of such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of the Secured Parties, is entitled to apply amounts deposited in or credited to any Account against all or any part of the Obligations in accordance with the Financing Documents. The Borrower shall remain liable for any deficiency in accordance with the respective Financing Documents to which it is a partywithdrawal.