Common use of Withdrawals and Transfers Generally Clause in Contracts

Withdrawals and Transfers Generally. Any provision of this Intercreditor Agreement relating to any deposit to, withdrawal from, or any transfer to or from, any Account by the Administrative Agent shall mean any such deposit, withdrawal or transfer effected by the Operating Bank at the Written Notice of the Administrative Agent (such direction to be provided to the Operating Bank by 1:00 p.m. (New York City time) on the date of such deposit, transfer or withdrawal) given in accordance with the terms of this Intercreditor Agreement, the Administrative Agency Agreement and, where applicable, the Security Agreement. Each such Written Notice to the Operating Bank shall be also communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Facility Agent and the Collateral Agent agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank. No deposit to, withdrawal from or transfer from or to any Account shall be made except in accordance with the terms of this Intercreditor Agreement, the Security Agreement and the Administrative Agency Agreement or by any Person other than the Administrative Agent (or, upon the written direction of the Administrative Agent, the Operating Bank) or, in the case of the Loans Accounts, the Facility Agent (or, upon the written direction of the Facility Agent, the Operating Bank, in which respect the Facility Agent or the Operating Bank, as applicable, agrees it is acting as the agent of the Collateral Agent). Each of the parties to this Intercreditor Agreement acknowledges that the terms of this Intercreditor Agreement contemplate that the Administrative Agent will receive certain information from other parties to this Intercreditor Agreement and the Related Documents in order for the Administrative Agent to be able to perform all or any part of its obligations hereunder, that the Administrative Agent will be able to perform its obligations hereunder only to the extent such information is provided to the Administrative Agent by the relevant parties and that the Administrative Agent may conclusively rely, absent manifest error, on such information as it receives without undertaking any independent verification of that information. The Administrative Agent agrees that if it does not receive any such information expected to be received by it, it will promptly notify the Facility Agent that it has not received such information and which party who was to provide such information of such failure.

Withdrawals and Transfers Generally. Any provision of this Intercreditor Agreement Indenture relating to any deposit todeposit, withdrawal from, or any transfer to or from, any Account by the Administrative Agent shall mean any such deposit, withdrawal or transfer be effected by the Cash Manager directing the Operating Bank at the by a Written Notice of the Administrative Agent Cash Manager (such direction Written Notice to be provided to the Operating Bank by 1:00 p.m. (New York City time) on the date of such deposit, transfer withdrawal or withdrawaltransfer) given in accordance with the terms of this Intercreditor AgreementIndenture, the Administrative Agency Cash Management Agreement and, where applicable, and the Security Trust Agreement. Each such Written Notice to the Operating Bank shall be also communicated in computer file format or in such other form as the Administrative AgentCash Manager, the Operating Bank, the Facility Agent Trustee and the Collateral Agent Security Trustee agree, ; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank. No deposit todeposit, withdrawal from or transfer to or from or to any Account shall be made except in accordance with the terms of this Intercreditor AgreementIndenture, the Security Trust Agreement and the Administrative Agency Cash Management Agreement or by any Person other than the Administrative Agent Operating Bank (or, only upon the written direction Written Notice of the Administrative Agent, the Operating BankCash Manager) or, in the case of the Loans Note Accounts, the Facility Agent Trustee (or, upon the written direction of the Facility Agent, the Operating Bank, in which respect the Facility Agent or the Operating Bank, as applicable, Trustee agrees it is acting as the agent of the Collateral AgentSecurity Trustee). Each of the parties to this Intercreditor Agreement acknowledges that the terms of this Intercreditor Agreement Indenture contemplate that the Administrative Agent Cash Manager will receive certain information from other parties to this Intercreditor Agreement Indenture and the Related Documents in order for the Administrative Agent Cash Manager to be able to perform all or any part of its obligations hereunder, that the Administrative Agent Cash Manager will be able to perform its obligations hereunder only to the extent such information is provided to the Administrative Agent Cash Manager by the relevant parties and that the Administrative Agent Cash Manager may conclusively rely, absent manifest error, on such information as it receives without undertaking any independent verification of that information. The Administrative Agent Cash Manager agrees that if it does not receive any such information expected to be received by it, it will promptly notify the Facility Agent that it has not received such information and which party who was to provide such information of such failure.

Withdrawals and Transfers Generally. Any provision of this Intercreditor Agreement Indenture relating to any deposit to, withdrawal from, or any transfer to or from, any Account by the Administrative Agent Cash Manager shall mean any such deposit, withdrawal or transfer effected by the Operating Bank at the Written Notice of the Administrative Agent Cash Manager (such direction to be provided to the Operating Bank by 1:00 p.m. (New York City time) on the date of such deposit, transfer or withdrawal) given in accordance with the terms of this Intercreditor AgreementIndenture, the Administrative Agency Cash Management Agreement and, where applicable, and the Security Trust Agreement. Each such Written Notice to the Operating Bank shall be also communicated in computer file format or in such other form as the Administrative AgentCash Manager, the Operating Bank, the Facility Agent Trustees and the Collateral Agent Security Trustee agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank. No deposit to, withdrawal from or transfer from or to any Account shall be made except in accordance with the terms of this Intercreditor AgreementIndenture, the Security Trust Agreement and the Administrative Agency Cash Management Agreement or by any Person other than the Administrative Agent Cash Manager (or, upon the written direction of the Administrative AgentCash Manager, the Operating Bank) or, in the case of the Loans Securities Accounts, the Facility Agent Trustee or Guarantor Trustee (or, upon the written direction of the Facility Agent, the Operating Bank, in which respect the Facility Agent such Trustee or the Operating Bank, as applicable, Guarantor Trustee agrees it is acting as the agent of the Collateral AgentSecurity Trustee). Each of the parties to this Intercreditor Agreement Indenture acknowledges that the terms of this Intercreditor Agreement Indenture contemplate that the Administrative Agent Cash Manager will receive certain information from other parties to this Intercreditor Agreement Indenture and the Related Documents in order for the Administrative Agent Cash Manager to be able to perform all or any part of its obligations hereunder, that the Administrative Agent Cash Manager will be able to perform its obligations hereunder only to the extent such information is provided to the Administrative Agent Cash Manager by the relevant parties and that the Administrative Agent Cash Manager may conclusively rely, absent manifest error, on such information as it receives without undertaking any independent verification of that information. The Administrative Agent Cash Manager agrees that if it does not receive any such information expected to be received by it, it will promptly notify the Facility Administrative Agent that it has not received such information and which party who was to provide such information of such failure.

Withdrawals and Transfers Generally. Any provision of this Intercreditor Agreement Indenture relating to any deposit to, withdrawal from, or any transfer to or from, any Account by the Administrative Agent Cash Manager shall mean any such deposit, withdrawal or transfer effected by the Operating Bank at the Written Notice of the Administrative Agent Cash Manager (such direction to be provided to the Operating Bank by 1:00 p.m. (New York City time) on the date of such deposit, transfer or withdrawal) given in accordance with the terms of this Intercreditor AgreementIndenture, the Administrative Agency Cash Management Agreement and, where applicable, the Security Trust Agreement. Each such Written Notice to the Operating Bank shall be also communicated in computer file format or in such other form as the Administrative AgentCash Manager, the Operating Bank, the Facility Agent Trustees and the Collateral Agent Security Trustee agree, provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank. No deposit to, withdrawal from or transfer from or to any Account shall be made except in accordance with the terms of this Intercreditor AgreementIndenture, the Security Trust Agreement and the Administrative Agency Cash Management Agreement or by any Person other than the Administrative Agent Cash Manager (or, upon the written direction of the Administrative AgentCash Manager, the Operating Bank) or, in the case of (i) the Loans Securities Accounts, the Facility Agent Trustee or Guarantor Trustee (or, upon the written direction of the Facility Agent, the Operating Bank, in which respect the Facility Agent such Trustee or the Operating Bank, as applicable, Guarantor Trustee agrees it is acting as the agent of the Collateral AgentSecurity Trustee) or (ii) the Certificate Account, the Pass Through Trustee (in which respect the Pass Through Trustee agrees it is acting as the agent of the Security Trustee). Each of the parties to this Intercreditor Agreement Indenture acknowledges that the terms of this Intercreditor Agreement Indenture contemplate that the Administrative Agent Cash Manager will receive certain information from other parties to this Intercreditor Agreement Indenture and the Related Documents in order for the Administrative Agent Cash Manager to be able to perform all or any part of its obligations hereunder, that the Administrative Agent Cash Manager will be able to perform its obligations hereunder only to the extent such information is provided to the Administrative Agent Cash Manager by the relevant parties and that the Administrative Agent Cash Manager may conclusively rely, absent manifest error, on such information as it receives without undertaking any independent verification of that information. The Administrative Agent Cash Manager agrees that if it does not receive any such information expected to be received by it, it will promptly notify the Facility Administrative Agent that it has not received such information and which party who was to provide such information of such failure.