AS SOON AS REASONABLY PRACTICABLE AFTER BECOMING AWARE OF SUCH
CESSATION, NOTIFY THE COLLATERAL AGENT AND THE BORROWER IN WRITING OF SUCH
CESSATION AND, UPON THE WRITTEN DIRECTION OF THE BORROWER (OR, IF THE BORROWER
FAILS TO PROVIDE DIRECTION WITHIN THREE (3) BUSINESS DAYS OF THE DATE OF THE
ACCOUNTS BANK'S NOTICE, UPON THE WRITTEN DIRECTION OF THE COLLATERAL AGENT),
WILL CAUSE THE RELEVANT INVESTMENT TO BE REPLACED BY A CASH EQUIVALENT OR BY
CASH; PROVIDED THAT THIS SECTION 16.04(C) WILL NOT OBLIGE THE ACCOUNTS BANK TO
LIQUIDATE ANY INVESTMENT EARLIER THAN ITS NORMAL MATURITY DATE UNLESS:
(I)
DIRECTED TO DO SO UNDER SECTION 16.02 (SALE AND LIQUIDATION); OR
(II)
THE MATURITY DATE OF THE RELEVANT INVESTMENT EXCEEDS THE MATURITY
DATE THAT WOULD ENABLE IT TO CONTINUE TO QUALIFY AS A CASH EQUIVALENT.
ARTICLE XVII
DEFAULT AND ENFORCEMENT
SECTION 17.01
NOTICES OF SUSPENSION OF PROJECT ACCOUNTS. (A) THE
COLLATERAL AGENT MAY, BUT SHALL NOT BE REQUIRED TO, SUSPEND THE RIGHT OF THE
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 AN EVENT OF DEFAULT BY DELIVERING A NOTICE TO THE
ACCOUNTS BANK (WITH A COPY TO THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
BOND TRUSTEE) (A "NOTICE OF SUSPENSION").
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THE CREDIT AGREEMENT OR ANY
OTHER FINANCING DOCUMENT, AFTER THE ISSUANCE BY THE COLLATERAL AGENT OF A NOTICE
OF SUSPENSION IN ACCORDANCE WITH SECTION 17.01(A) AND UNTIL SUCH TIME AS THE
COLLATERAL AGENT ADVISES THE ACCOUNTS BANK AND THE BORROWER IN WRITING THAT IT
HAS WITHDRAWN SUCH NOTICE OF SUSPENSION, NO AMOUNT MAY BE WITHDRAWN BY THE
ACCOUNTS BANK FROM ANY PROJECT ACCOUNT, INCLUDING FOR INVESTMENT IN CASH
EQUIVALENTS, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT.
(C)
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.
SECTION 17.02
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. THE BORROWER
HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AND ANY
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OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND
LAWFUL ATTORNEY-IN-FACT (WHICH APPOINTMENT AS ATTORNEY-IN-FACT SHALL BE COUPLED
WITH AN INTEREST), WITH FULL AUTHORITY, IF A NOTICE OF SUSPENSION HAS BEEN
DELIVERED TO THE ACCOUNTS BANK AND UNTIL SUCH NOTICE OF SUSPENSION HAS BEEN
WITHDRAWN, TO TAKE ANY ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND
INSTRUMENTS IN THE PLACE AND STEAD OF THE BORROWER AND IN THE NAME OF THE
BORROWER OR OTHERWISE, THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE
TO ACCOMPLISH THE PURPOSES OF THIS ACCOUNTS AGREEMENT IN A COMMERCIALLY
REASONABLE MANNER TO THE EXTENT REQUIRED BY THE UCC, WITHOUT NOTICE TO THE
BORROWER, INCLUDING:
(A)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, TO EXERCISE
THE RIGHTS AND REMEDIES SET FORTH IN THIS ACCOUNTS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS;
(B)
TO