Common use of Actionable Default Notice Clause in Contracts

Actionable Default Notice. (a) If, at any time, a default under any Secured Agreement shall have occurred and be continuing and, as a result thereof, any Representative or any Secured Holder under, or the percentage of Secured Holders specified in, such Secured Agreement (any such party or percentage of Secured Holders being a "Defaulted Agreement Party") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Obligations of the Borrowers under such Secured Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable Default") it being understood and agreed that, pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral Trustees, with a copy to USI, a written notice (an "Actionable Default Notice") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees with respect to the Collateral and the Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll the Representatives with respect to such action, then the Collateral Trustees shall forthwith send a copy of the Actionable Default Notice to each Representative and poll the Representatives as to whether they favor the Collateral Trustees taking such action. If the Required Representatives shall have directed the Collateral Trustees to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees to commence such action under the Collateral Documents, the Collateral Trustees shall forthwith undertake such action. The Collateral Trustees shall, subject to Sections 4.01(b), 4.08 and 7.05, follow the directions of the Required Representatives with respect to the time, method and place of taking any action requested in an Actionable Default Notice. Each Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USI, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to each Representative such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.

Actionable Default Notice. (a) If, at any time, a default under any Secured Agreement shall have occurred and be continuing and, as a result thereof, any Representative or any Secured Holder under, or the percentage of Secured Holders specified in, such Secured Agreement (any such party or percentage of Secured Holders being a "Defaulted Agreement DEFAULTED AGREEMENT Party") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Obligations of the Borrowers under such Secured Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable DefaultACTIONABLE DEFAULT") it being understood and agreed that), pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral Trustees, with a copy to USI, a written notice (an "Actionable Default NoticeACTIONABLE DEFAULT NOTICE") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees with respect to the Collateral and the Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll the Representatives with respect to such action, then the Collateral Trustees shall forthwith send a copy of the Actionable Default Notice to each Representative and poll the Representatives as to whether they favor the Collateral Trustees taking such action. If the Required Representatives shall have directed the Collateral Trustees to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees to commence such action under the Collateral Documents, the Collateral Trustees shall forthwith undertake such action. The Collateral Trustees shall, subject to Sections Section 4.01(b), 4.08 ) and 7.05Section 4.08, follow the directions of the Required Representatives with respect to the time, method and place of taking any action requested in an Actionable Default Notice. Each Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USIwaiver, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to each Representative such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.

Actionable Default Notice. (a) If, at any time, a default under any Secured Indebtedness Agreement shall have occurred and be continuing and, as a result thereof, any Representative or any Secured Holder Lender Party under, or the percentage of Secured Holders of Existing Notes specified in, such the applicable Secured Indebtedness Agreement (any such party or percentage of Secured Holders of Existing Notes being a "Defaulted Agreement PartyDEFAULTED AGREEMENT PARTY") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Shared Collateral Obligations of the Borrowers Company under such Secured Indebtedness Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable DefaultACTIONABLE DEFAULT") it being understood and agreed that), pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral Trustees, with Trustees a copy to USI, a written notice (an "Actionable Default NoticeACTIONABLE DEFAULT NOTICE") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees with respect to the Shared Collateral and the Shared Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Shared Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll the Representatives with respect to such action, then the Collateral Trustees shall forthwith send a copy of the Actionable Default Notice to each Representative and poll the Representatives as to whether they favor the Collateral Trustees taking such action. If the Required Majority Representatives shall have directed the Collateral Trustees to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees to commence such action under the Shared Collateral Documents, the Collateral Trustees shall forthwith undertake such action. The Collateral Trustees shall, subject to Sections Section 4.01(b), 4.08 ) and 7.05Section 4.08, follow the directions of the Required Majority Representatives with respect to the time, method and place of taking any action requested in an Actionable Default NoticeNotice or, if no such direction is provided, shall take such action in the manner they deem advisable in order to protect and preserve the interests of the Secured Holders. Each Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Indebtedness Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USIwaiver, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to notify each Representative of such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.

Actionable Default Notice. (a) If, at any time, a default under any Secured Agreement shall have occurred and be continuing and, as a result thereof, any Representative or any Secured Holder under, or the percentage of Secured Holders specified in, such Secured Agreement (any such party or percentage of Secured Holders being a "Defaulted Agreement PartyDEFAULTED AGREEMENT PARTY") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Obligations of the Borrowers Grantor under such Secured Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable DefaultACTIONABLE DEFAULT") it being understood and agreed that), pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral Trustees, with a copy to USIthe Grantor, a written notice (an "Actionable Default NoticeACTIONABLE DEFAULT NOTICE") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees with respect to the Collateral and the Shared Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Shared Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll has polled the Representatives with respect to such action, then the Collateral Trustees shall forthwith send a copy of the Actionable Default Notice to each Representative and poll Representative. The Representatives shall provide the Representatives as to Collateral Trustee with a certificate that shall state whether or not they favor the Collateral Trustees taking such action. If the Required Representatives shall have directed the Collateral Trustees to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees to commence such action under the Collateral Documents, the Collateral Trustees shall forthwith undertake such action. The Collateral Trustees shall, subject to Sections 4.01(b), 4.08 and 7.05, follow the directions of the Required Representatives with respect to the time, method and place of taking any action requested in an Actionable Default Notice. Each Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USI, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to each Representative such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.

Actionable Default Notice. (a) If, at any time, (x) any event or circumstance of the types described in Section 6(g) or (h) of the Five Year Credit Agreement shall have occurred with respect to any Grantor or (y) a payment default under any Secured Debt Agreement shall have occurred and be continuing continuing, and, as a result thereof, any Representative or any Secured Holder under, or the percentage of Secured Holders specified in, such Secured Debt Agreement (any such party or percentage of Secured Holders being a "Defaulted Agreement PartyDEFAULTED AGREEMENT PARTY") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Obligations of the Borrowers Grantors under such Secured Agreement to be due and payable prior to the stated maturity thereof or (z) a Defaulted Agreement Party shall have declared all of the Secured Obligations of the Grantors under such Secured Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable DefaultACTIONABLE DEFAULT") it being understood and agreed that), pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral TrusteesTrustee, with a copy to USIthe Company, a written notice (an "Actionable Default NoticeACTIONABLE DEFAULT NOTICE") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees Trustee with respect to the Collateral and the Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll has polled the Representatives with respect to such action, then the Collateral Trustees Trustee shall forthwith send a copy of the Actionable Default Notice to each Representative and poll Representative. The Representatives shall provide the Representatives as to Collateral Trustee with a certificate that shall state whether or not they favor the Collateral Trustees Trustee taking such action. If the Required Representatives shall have directed the Collateral Trustees Trustee to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees Trustee to commence such action under the Collateral Documents, the Collateral Trustees Trustee shall forthwith undertake such actionaction subject to the provisions of Section 7.05(d) and shall, to the extent practicable, use commercially reasonable efforts to give prior written notice of such action to the Company. The Collateral Trustees Trustee shall, subject to Sections 4.01(b), 4.08 and 7.056.06, follow the directions of the Required Representatives with respect to the time, method and place of taking any action requested in an Actionable Default Notice. Each Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USI, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to each Representative such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.an

Actionable Default Notice. (a) If, at any time, a default under any Secured Agreement shall have occurred and be continuing and, as a result thereof, any Representative or any Secured Holder under, or the percentage of Secured Holders specified in, such Secured Agreement (any such party or percentage of Secured Holders being a "Defaulted Agreement Party") has the right thereunder (without the delivery of any further notice or the requirement that any further time elapse) to declare all of the Secured Obligations of the Borrowers Grantor under such Secured Agreement to be due and payable prior to the stated maturity thereof (any such default being an "Actionable Default") it being understood and agreed that), pursuant to the Master Agreement, the exclusive right to make such any such declaration in respect of Secured Obligations arising under any of the Secured Agreements (other than the Note Indentures) is vested entirely and solely in the Majority Banks as defined in the Master Agreement and, therefore, only the Majority Banks acting through the Debt Coordinator may constitute a Defaulted Agreement Party with respect to any such Secured Obligations) and if such Defaulted Agreement Party gives the Collateral TrusteesTrustee, with a copy to USIthe Grantor, a written notice (an "Actionable Default Notice") stating: (i) the nature of the Actionable Default; (ii) the action requested to be taken by the Collateral Trustees Trustee with respect to the Collateral and the Shared Collateral Documents (which action may include, without limitation, the calling of a meeting of the Representatives or the institution of any remedies provided by law or this Agreement or any Shared Collateral Document); and (iii) that such Defaulted Agreement Party requests the Collateral Trustees to poll has polled the Representatives with respect to such action, then the Collateral Trustees Trustee shall forthwith send a copy of the Actionable Default Notice to each Representative and poll Representative. The Representatives shall provide the Representatives as to Collateral Trustee with a certificate that shall state whether or not they favor the Collateral Trustees Trustee taking such action. If the Required Representatives shall have directed the Collateral Trustees Trustee to commence the action set forth in the Actionable Default Notice (whether or not such poll shall have been taken or completed), then, subject to Section 4.01(b) and the right of the Collateral Trustees Trustee to commence such action under the Shared Collateral Documents, the Collateral Trustees Trustee shall forthwith undertake such actionaction subject to the provisions of Section 7.05(d). The Collateral Trustees Trustee shall, subject to Sections 4.01(b), 4.08 and 7.056.06, follow the directions of the Required Representatives with respect to the time, method and place of taking any action requested in an Actionable Default Notice. Each The Collateral Trustee shall be entitled to assume conclusively that no Actionable Default has occurred and is continuing until it receives an Actionable Default Notice. (b) If the Actionable Default which was the basis for the giving of an Actionable Default Notice shall be cured or waived in accordance with the terms of the applicable Secured Agreement, the Defaulted Agreement Party which gave such Actionable Default Notice (or its Representative) shall promptly notify the Collateral Trustees in writing of such cure or waiver with a copy to USI, whereupon (i) such Actionable Default Notice shall be deemed withdrawn, (ii) the Collateral Trustees shall deliver to each Representative such writing evidencing the withdrawal of a Default Notice as it may have received pursuant to this Section (b) and (iii) any direction to the Collateral Trustees to take any action in connection with such Actionable Default Notice shall be deemed rescinded. If in connection solely with such withdrawn Actionable Default Notice the Collateral Trustees shall have been directed to take, and shall have commenced taking but shall not have completed, any action, the Collateral Trustees shall promptly terminate any such action which they shall not also have been directed to take in connection with an Actionable Default Notice other than that withdrawn.