Notice of Exercise of Remedies. Agent agrees that it will give Tranche B Agent five (5) Business Days’ prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Collateral and/or to accelerate all or any material portion of the Obligations, except that such period of prior written notice may be less (but in any event concurrently with exercise thereof) as to any portion of the Collateral to the extent that in the good faith determination of Agent there are events or circumstances that imminently threaten the value of such Collateral or the ability of Agent to exercise its rights with respect to such Collateral, including the removal, diversion, concealment, abscondment, destruction or waste thereof. In the event that during such five (5) Business Day period (or such lesser period as provided above), Tranche B Lenders shall send to Revolving Lender and Agent the irrevocable notice of Tranche B Lenders’ intention to exercise the purchase option given under this Section 11.10, Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral or accelerate all or any material portion of the Obligations (provided that continuing collection of accounts receivable and other actions permitted under this Agreement and other Financing Agreements shall not be prohibited hereunder); provided that the purchase and sale with respect to the Obligations provided for herein shall have closed within five (5) Business Days thereafter and Agent and Revolving Lender shall have received payment in full of the Obligations as provided for herein within such five (5) Business Day period.
Notice of Exercise of Remedies. Subject to the terms of this Agreement, each of the First Lien Administrative Agent and the Second Lien Administrative Agent shall endeavor to provide advance notice to each other of an acceleration of any Indebtedness in respect of the First Lien Obligations or the Second Lien Obligations, as the case may be (other than with respect to any automatic accelerations thereunder); provided, however, neither party’s failure to give such notice under this Section 7.06 shall create any claim or cause of action on the part of the other party against the party failing to give such notice for any reason whatsoever. Nothing contained in this Section 7.6 shall limit, restrict, alleviate, or amend any notice requirement otherwise provided in this Agreement or otherwise required under applicable law.
Notice of Exercise of Remedies. Subject to the terms of this Agreement, each of the Sponsor and the Bank Group Administrative Agent shall endeavor to provide advance notice to each other of an acceleration of any Sponsor Facility Obligations or the Bank Group Obligations, as the case may be (other than with respect to any automatic accelerations thereunder); provided, however, neither party’s failure to give such notice under this Section 5.05 shall create any claim or cause of action on the part of the other party against the party failing to give such notice for any reason whatsoever. Nothing contained in this Section 5.05 shall limit, restrict, alleviate, or amend any notice requirement otherwise provided in this Agreement or otherwise required under applicable law.
Notice of Exercise of Remedies. In the event of any circumstance which would permit the Government to terminate this Lease, or in the event the Government would have the right to offset or reduce rent pursuant to these General Clauses or any other provision of this Lease, no termination, reduction or offset will be taken by the Government unless both the Lessor and the current first mortgagee of which the Government has notice are provided with written notice of such event or proposed rental reduction, deduction or offset, together with thirty (30) days in which Lessor has the opportunity to cure or eliminate same as set forth in Clause 3(c) below, and except as set forth in the subsections to this Section 3(b). The Government’s obligation to provide such notice to the current first mortgagee shall extend only to the first mortgagee or the party representing the first mortgagee. It shall be the Lessor’s obligation to provide the Government with the proper name and address of the first mortgagee or the party representing the first mortgagee.
1. The Contracting Officer may, at his or her option, provide written permission allowing Lessor more than thirty (30) days to cure.
2. Government is not required to comply with the process set forth in this Section 3 in the event that doing so is incompatible with applicable requirements of federal law and/or federal regulations. In such case, Government shall provide written notice of such offset or proposed rental deduction and shall provide notice of the specific applicable requirements of federal law and/or federal regulations that prohibit Government from complying with the process set forth in this Section 3.
Notice of Exercise of Remedies. Each of the First Lien Agent, on behalf of itself and the First Lien Secured Parties, and the Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, agrees that :
(a) it will promptly notify the other if there is an Event of Default under the First Lien Credit Agreement or the Second Lien Credit Agreement (as the case may be) and;
(b) it will provide five days’ prior notice if:
(i) it accelerates any Indebtedness in respect of the First Lien Obligations or the Second Lien Obligations, as the case may be (other than with respect to any automatic accelerations thereunder);
(ii) it forecloses upon, or sells or otherwise realizes (or initiates any such action) upon any of the Collateral; or
(iii) it takes any other action in respect of the Collateral which would result in the Second Lien Secured Parties releasing (or being required to release) their Liens on any portion of the Collateral; or
(iv) it exercises or seeks to exercise any other right or remedy (including setoff and the right to credit bid its debt) under the First Lien Loan Documents or the Second Lien Loan Documents or applicable law with respect to any of the Collateral or institutes any action or proceeding with respect to such rights or remedies (the actions and events referred to in clauses (a) through (b) shall be referred to herein as the “Noticed Actions”), provided, however, that, notwithstanding the foregoing and without limiting each of the First Lien Agent’s and the Second Lien Agent’s obligation to provide the notice required by this Section 7.06, any such failure to timely provide notice of such Noticed Actions, the First Lien Agent and the Second Lien Agent shall be permitted to take a Noticed Action in accordance with the terms of the First Lien Loan Documents and the Second Lien Loan Documents, respectively, and the terms of this Agreement, and such Noticed Actions shall not be impaired or invalidated by such failure.
Notice of Exercise of Remedies. Subject to Section 3.1, each of the First Lien Collateral Agent, on behalf of itself and the First Lien Lenders, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Lenders, agrees that it will promptly notify the other if:
Notice of Exercise of Remedies. Pledgor hereby waives notice of acceptance hereof, and except as otherwise specifically provided herein or required by provision of law which may not be waived, hereby waives any and all notices or demands with respect to any exercise by Lender of any rights or powers which it may have or to which it may be entitled with respect to the Collateral.
Notice of Exercise of Remedies. Notwithstanding anything contained herein to the contrary, for any period during which Holder shall be blocked from receiving payments pursuant to Section 3.4 hereof (but in no event exceeding 60 days), Holder shall not (i) accelerate any portion of the Senior Subordinated Obligation, (ii) initiate any judicial proceeding or action to collect any portion of the Senior Subordinated Obligation, or (iii) initiate any case, proceeding or other action in respect of Maker of the type referred to in clause (a) or (b) of clause (b) (each a "Proceeding") hereof unless, prior to the expiration of such period, (i) the holders of the Senior Indebtedness shall take any such action in respect of the Senior Indebtedness or (ii) the Senior Indebtedness and/or the Senior Subordinated Obligations shall have become automatically due payable in accordance with their respective terms.
Notice of Exercise of Remedies. Working Capital Agent agrees that it will give Term Loan Agent five (5) Business Days' prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Collateral. In the event that during such five (5) Business Day period, Term Loan Agent shall send to Working Capital Agent the irrevocable notice of Term Loan Agent's intention to exercise the purchase option given by Working Capital Agent to Term Loan Agent under Section 3.1 hereof, Working Capital Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral (provided that continuing collection of accounts receivable and other actions permitted under the Working Capital Loan Documents when no Event of Default exists shall not be prohibited hereunder), provided, that, Working Capital Agent's forbearance shall terminate if the purchase and sale with respect to the Working Capital Debt provided for herein shall have closed within five (5) Business Days after the receipt by the Working Capital Agent of the irrevocable notice from Term Loan Agent, and Working Capital Agent shall not have received payment in full of the Working Capital Debt as provided for herein within such five (5) Business Day period.
Notice of Exercise of Remedies. Subject to the terms of this Agreement, each of the Revolving Facility Administrative Agent and the Term Facility Administrative Agent shall endeavor to provide advance notice to each other of an acceleration of any Obligations in respect of the Revolving Facility Obligations or the Term Facility Obligations, as the case may be (other than with respect to any automatic accelerations thereunder); provided, however, neither party’s failure to give such notice under this Section 7.06 shall (a) create any claim or cause of action on the part of the other party against the party failing to give such notice for any reason whatsoever or (b) impair the effectiveness of any such acceleration. Nothing contained in this Section 7.06 shall limit, restrict, alleviate, or amend any notice requirement otherwise provided in this Agreement or otherwise required under applicable law.
