Notices of Suspension of Accounts Sample Clauses

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Suspension and until such time as the Collateral Agent advises the Depositary and the Borrower in writing that it has withdrawn such Notice of Suspension, no amount may be withdrawn by the Depositary from any Account, without the express prior written consent of the Collateral Agent, and the Depositary shall comply with any instruction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an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Agreement), the Collateral Agent, on behalf of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.