Common use of Notice from First Lien Agent Prior to Enforcement Action Clause in Contracts

Notice from First Lien Agent Prior to Enforcement Action. In the absence of an Exigent Circumstance (as defined below), First Lien Agent agrees that it will use commercially reasonable efforts to give Second Lien Agent five (5) Business Days prior written notice of its intention to commence a Lien Enforcement Action, provided that First Lien Agent shall have no liability for failing to do so; and provided further that, absent Exigent Circumstances, if a Purchase Option Notice has been given, until the earlier of (i) 10 Business Days after the date of such notice and (ii) the expiration of the Purchase Option Period, the First Lien Secured Parties shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, that, the purchase and sale with respect to the First Lien Debt provided for herein shall have closed on or before the date set forth in the Purchase Option Notice. Notwithstanding the foregoing, if an Exigent Circumstance exists, First Lien Agent will use commercially reasonable efforts to give Second Lien Agent notice as soon as practicable and in any event contemporaneously with the taking of such action, provided, that First Lien Agent shall have no liability for failing to do so. As used herein “Exigent Circumstance” shall mean an event or circumstance that materially and imminently threatens the ability of First Lien Agent to realize upon all or a material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.

Notice from First Lien Agent Prior to Enforcement Action. In the absence of an Exigent Circumstance (as defined below), the First Lien Agent agrees that it will use commercially reasonable efforts to give the Second Lien Agent five (5) Business Days prior written notice of its intention to commence a any foreclosure or other action to sell or otherwise realize upon the Collateral. In the event that during such five (5) Business Day period, the Second Lien Enforcement Action, provided that Agent shall send to the First Lien Agent shall have no liability for failing to do so; and provided further that, absent Exigent Circumstances, if a Purchase Option Notice has been given, until the earlier of (i) 10 Business Days after the date of such irrevocable notice and (ii) the expiration of the Purchase Option Periodintention of the Noteholders to exercise the purchase option given by the First Lien Lenders to the Noteholders under this Section 7, the First Lien Secured Parties Lenders shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, provided that, the purchase and sale with respect to the First Lien Debt provided for herein shall have closed on or before within five (5) Business Days thereafter and the date set forth First Lien Lenders shall have received final payment in full of the Purchase Option NoticeFirst Lien Debt as provided for herein within such five (5) Business Day period. Notwithstanding the foregoing, if an Exigent Circumstance exists, the First Lien Agent will use commercially reasonable efforts to give Second Lien Agent notice as soon as practicable and in any event contemporaneously with the taking of such action, provided, that First Lien Agent shall have no liability for failing to do so. As used herein “Exigent Circumstance” shall mean an event or circumstance that materially and imminently threatens the ability of the First Lien Agent to realize upon all or a material any portion of the Collateral, such as, without limitation, a competing claim, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.

Notice from First Lien Agent Prior to Enforcement Action. In the absence of an Exigent Circumstance (as defined below), First Lien Agent agrees that it will use commercially reasonable efforts to give Second Lien Agent five (5) Business Days prior written notice of its intention to commence a Lien Enforcement Action. In the event that during such five (5) Business Day period, provided that Second Lien Agent shall send to First Lien Agent shall have no liability for failing to do so; and provided further that, absent Exigent Circumstances, if a Purchase Option Notice has been given, until the earlier of (i) 10 Business Days after the date of such irrevocable notice and (ii) the expiration of the Purchase Option Periodintention of the Second Lien Lenders to exercise the purchase option given by the First Lien Secured Parties to the Second Lien Lenders under this Section 7, the First Lien Secured Parties shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, that, the purchase and sale with respect to the First Lien Debt provided for herein shall have closed on or before within five (5) Business Days thereafter and the date set forth First Lien Secured Parties shall have received final payment in full of the Purchase Option NoticeFirst Lien Debt as provided for herein within such five (5) Business Day period. Notwithstanding the foregoing, if an Exigent Circumstance exists, First Lien Agent will use commercially reasonable efforts to give Second Lien Agent notice as soon as practicable and in any event contemporaneously with the taking of such action, provided, that First Lien Agent shall have no liability for failing to do so. As used herein “Exigent Circumstance” shall mean an event or circumstance that materially and imminently threatens the ability of First Lien Agent to realize upon all or a material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.

Notice from First Lien Agent Prior to Enforcement Action. In the absence of an Exigent Circumstance (as defined below), First Lien Agent agrees that it will use commercially reasonable efforts to give Second each Junior Lien Collateral Agent five (5) Business Days prior written notice of its intention to commence a Lien Enforcement Action. In the event that during such five (5) Business Day period, provided that any Junior Lien Collateral Agent shall send to First Lien Agent shall have no liability for failing to do so; and provided further that, absent Exigent Circumstances, if a Purchase Option Notice has been given, until the earlier of (i) 10 Business Days after the date of such irrevocable notice and (ii) the expiration of the Purchase Option Periodintention of the relevant Junior Lien Secured Parties to exercise the purchase option given by the First Lien Secured Parties to the Junior Lien Secured Parties under this Section 7, the First Lien Secured Parties shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, that, the purchase and sale with respect to the First Lien Debt provided for herein shall have closed on or before within five (5) Business Days thereafter and the date set forth First Lien Secured Parties shall have received final payment in full of the Purchase Option NoticeFirst Lien Debt as provided for herein within such five (5) Business Day period. Notwithstanding the foregoing, if an Exigent Circumstance exists, First Lien Agent will use commercially reasonable efforts to give Second each Junior Lien Collateral Agent notice as soon as practicable and in any event contemporaneously with the taking of such action, provided, that First Lien Agent shall have no liability for failing to do so. As used herein “Exigent Circumstance” shall mean an event or circumstance that materially and imminently threatens the ability of First Lien Agent to realize upon all or a material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.

Notice from First Lien Agent Prior to Enforcement Action. In the absence of an Exigent Circumstance (as defined below), the First Lien Agent agrees that it will use commercially reasonable efforts to give the Second Lien Agent five (5) Business Days prior written notice of its intention to commence a any foreclosure or other action to sell or otherwise realize upon the Collateral. In the event that during such five (5) Business Day period, the Second Lien Enforcement Action, provided that Agent shall send (at the direction of and on behalf of Purchasing Noteholders) to the First Lien Agent shall have no liability for failing to do so; and provided further that, absent Exigent Circumstances, if a Purchase Option Notice has been given, until the earlier of (i) 10 Business Days after the date of such irrevocable notice and (ii) the expiration of the Purchase Option Periodintention of the Purchasing Noteholders to exercise the purchase option given by the First Lien Lenders to the Purchasing Noteholders under this Section 7, the First Lien Secured Parties Lenders shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, provided that, the purchase and sale with respect to the First Lien Debt provided for herein shall have closed on or before within five (5) Business Days thereafter and the date set forth First Lien Lenders shall have received final payment in full of the Purchase Option NoticeFirst Lien Debt as provided for herein within such five (5) Business Day period. Notwithstanding the foregoing, if an Exigent Circumstance exists, the First Lien Agent will use commercially reasonable efforts to give Second Lien Agent notice as soon as practicable and in any event contemporaneously with the taking of such action, provided, that First Lien Agent shall have no liability for failing to do so. As used herein “Exigent Circumstance” shall mean an event or circumstance that materially and imminently threatens the ability of the First Lien Agent to realize upon all or a material any portion of the Collateral, such as, without limitation, a competing claim, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.