Blocking Notice Clause Samples

Blocking Notice. If at any time upon the occurrence and during the continuance of an Event of Default the Collateral Agent delivers to the Securities Intermediary a Blocking Notice in substantially the form set forth in Exhibit A, the Securities Intermediary agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Securities Account from the Debtor.

Blocking Notice. If at any time the Bank or, after delivery of a Notice of Termination of First Lien Obligations sent by the Bank, the Second Lien Collateral Agent, as the case may be, delivers to the Financial Institution a Blocking Notice in substantially the form set forth in Exhibit B hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Bank.

Blocking Notice. For a period not exceeding either (i) five (5) --------------- consecutive Business Days or (ii) an aggregate of twenty (20) Business Days in any twelve (12) month period, the Company may suspend the ability of the Holders to make dispositions under the registration statement or prospectus by providing the Holders with written notice (a "Blocking Notice") if the Company's Board of Directors determines in its good faith judgment that the Company's obligation to ensure that such registration statement and prospectus contain current and complete information would require the Company to make a public disclosure regarding a material non-public transaction, provided, that the Company shall not be entitled to deliver a Blocking Notice within ten (10) Business Days of the expiration of any Blocking Notice previously delivered. Each Blocking Notice shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything to the contrary herein, in the event of a merger of the Company with or into another entity that is not wholly-owned by the Company and is reportable, if consummated, under Item 2 of Form 8-K under the Exchange Act, the Company may deliver a Blocking Notice for a period of up to twenty (20) consecutive Business Days in any twelve (12) month period, in which case, the number of consecutive Business Days available to the Company pursuant to clause (ii) of this Section shall be reduced by such number of Business Days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale the Registrable Securities pursuant to the registration statement until such Holder receives (i) copies of the supplemented or amended prospectus, or until counsel for the Company shall have determined that such disclosure is not required due to subsequent events, (ii) notice in writing from the Company that the use of the prospectus may be resumed and (iii) copies of any additional or supplemental filings that are incorporated by reference to in the prospectus. In the event the Company shall provide any Blocking Notice pursuant to this Section, the period during which the Company is required to keep the registration statement (filed pursuant to Section 1.2) effective shall be extended for the amount of time equal to the number of days during which such Blocking Notice is in effect.

Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement dated as of , 200 among [NAME OF THE DEBTOR] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number (the “Deposit Account”) and all funds deposited therein as a result of an Event of Default (as defined in the First Lien Credit Agreement or Second Lien Credit Agreement, as applicable) which is continuing. You are hereby instructed not to accept any direction, instructions or orders with respect to the Deposit Account or the funds deposited therein from the Debtor. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as [First/Second] Lien Collateral Agent] By: Authorized Signatory / Name: Title: cc: [NAME OF THE DEBTOR] [Letterhead of applicable Collateral Agent] [Date] [Name and Address of Financial Institution] Attention:

Blocking Notice. If at any time the First Lien Collateral Agent, or after delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent, or the Second Lien Collateral Agent, as the case may be, delivers to the Financial Institution a Blocking Notice in substantially the form set forth in Exhibit B hereto, the Financial Institution agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Deposit Account from the Debtor.

Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement, dated as of [ ], 20[ ], among [NAME OF THE DEBTOR] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [ ] (the “Deposit Account”) and all funds deposited therein and financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the funds deposited therein or financial assets credited thereto from any Person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction. You are instructed to deliver a copy of this notice by facsimile (or other electronic) transmission to the Debtor. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent By: Name: Title: By: Name: Title: cc: [NAME OF THE DEBTOR] [Date] [Name and Address of Financial Institution] Attention:

Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement dated as of _______, 20__ among [NAME OF THE DEBTOR] (the “Debtor”), you, [NAME OF OTHER COLLATERAL LIEN HOLDER] and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number ____________ (the “Deposit Account”) and all funds deposited therein. You are hereby instructed not to accept any direction, instructions or orders with respect to the Deposit Account or the funds deposited therein from the Debtor and shall only accept and follow instructions from the undersigned. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, [FIRST LIEN COLLATERAL AGENT/SECOND LIEN COLLATERAL AGENT], By: [Authorized Signatory / Name: Title:] cc: [NAME OF THE DEBTOR] This TRADEMARK SECURITY AGREEMENT, dated as of June 30, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust FSB, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).