Common use of Notice of Intent to Foreclose Clause in Contracts

Notice of Intent to Foreclose. (a) The Bank and Note Collateral Agent will give the Senior Secured Notes Trustee notice of its intent to enforce any Lien upon any of the Collateral. The notice required by this Section 5(a) shall be required to be given by the Bank and Note Collateral Agent only if it intends to: (i) deliver to any Credit Party written notice of its intent to enforce a Lien in full or partial satisfaction of any obligation secured thereby; (ii) commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a Lien; or (iii) take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents or possession of property by the Administrative Agent as a means of perfection); (b) The notice required by Section 5(a): (i) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii) need only state that it is given pursuant to the provisions of this Agreement and that Lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; and (iii) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (c) No liability or defense shall arise, no Lien shall be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall be annulled, set aside, affected, or impaired, as a result of any notice required by this Agreement not being given or being defectively given.

Notice of Intent to Foreclose. (a) The Bank and Note Revolver Collateral Agent will give the Senior Secured Notes Trustee Term Collateral Agent notice of its intent to enforce any Lien upon any of the Revolver First Priority Collateral. The Term Collateral Agent will give the Revolver Collateral Agent notice of its intent to enforce any Lien upon any of the Term First Priority Collateral. The notice required by this Section 5(a) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (i) deliver to any Credit Party written notice of its intent to enforce a Lien in full or partial satisfaction of any obligation secured thereby; (ii) commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a Lien; or (iii) take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents or possession of property by the Administrative Agent Agents as a means of perfection); (b) The notice required by Section 5(a): (i) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii) need only state that it is given pursuant to the provisions of this Agreement and that Lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; and (iii) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (c) No liability or defense shall arise, no Lien shall be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall be annulled, set aside, affected, or impaired, as a result of any notice required by this Agreement not being given or being defectively given.

Notice of Intent to Foreclose. (a) The Bank and Note Collateral Credit Facility Agent will give the Senior Secured Notes Trustee Collateral Agent notice of its intent to enforce any consensual Lien upon any Credit Facility Collateral. (b) The Collateral Agent will give the Credit Facility Agent notice of the its intent to enforce any consensual Lien upon any Collateral. . (c) The notice required by this Section 5(aSections 10.03(a) and 10.03(b): (i) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (iA) deliver to any Credit Party the Company or a Subsidiary written notice of its intent to enforce foreclose a consensual Lien or a written proposal to retain property subject to a consensual Lien in full or partial satisfaction of any obligation secured thereby; (iiB) commence legal action against any Credit Party the Company or a Subsidiary for foreclosure or replevin or other enforcement of a consensual Lien; or (iiiC) take possession of goods or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents Company or possession of property by the Administrative Agent as a means of perfection)Subsidiary upon which it holds a consensual Lien; (b) The notice required by Section 5(a): (iii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations Indebtedness or Obligation or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iiiii) need only state that it is given pursuant to the provisions of Section 10.03 of this Agreement and that Lien lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; 104 (iv) need only be given once by or to the Collateral Agent or the Credit Facility Agent; (v) may be given by electronic mail, telefax, postal mail or courier or personal delivery or in any other manner permitted by law for service of legal process; (vi) shall be given to a party at the address (including an e-mail address, telecopy address or office address within the State of New York) specified by such party by notice to the other party and shall not be required if no address is so specified; and (iiivii) shall be given at least five (5) business days Business Days prior to the date on which any enforcement action described above in Section 10.03(c) (i) is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (cd) The party giving any notice required by this Section 10.03 shall endeavor, promptly after delivery such notice, to deliver a copy thereof to the Company, but neither the Company nor any Subsidiary shall be entitled to demand or receive any such notice or copy thereof. (e) No liability or defense shall ever arise, no Lien shall ever be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall ever be annulled, set aside, affected, affected or impaired, as a result of if any notice required by this Agreement Section 10.03 is not being given or being is defectively given. (f) The provisions of this Section 10.03 do not apply to, restrict or affect any judicial lien, including any attachment or judgment lien.

Notice of Intent to Foreclose. (a) The Bank and Note Collateral Credit Facility Agent will give the Senior Secured Notes Trustee Joint Collateral Agent notice of its intent to enforce any consensual Lien upon any Credit Facility Collateral or Foreign Subsidiary Collateral. (b) The Joint Collateral Agent will give the Credit Facility Agent notice of the its intent to enforce any consensual Lien upon any Collateral. . (c) The notice required by this Section 5(aSections 13.04(a) and 13.04(b): (1) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (iA) deliver to any Credit Party the Company or a Subsidiary written notice of its intent to enforce foreclose a consensual Lien or a written proposal to retain property subject to a consensual Lien in full or partial satisfaction of any obligation secured thereby; (iiB) commence legal action against any Credit Party the Company or a Subsidiary for foreclosure or replevin or other enforcement of a consensual Lien; or (iiiC) take possession of goods or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents Company or possession of property by the Administrative Agent as a means of perfection)Subsidiary upon which it holds a consensual Lien; (b) The notice required by Section 5(a): (i2) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations Indebtedness or Obligation or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal 97 proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii3) need only state that it is given pursuant to the provisions of Section 13.04 of this Agreement Indenture and that Lien lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; (4) need only be given once by or to any particular Credit Facility Agent; (5) may be given by electronic mail, telefax, postal mail or courier or personal delivery or in any other manner permitted by law for service of legal process; (6) shall be given to a party at the address (including an e-mail address, telecopy address or office address within the State of New York) specified by such party by notice to the other party and shall not be required if no address is so specified; and (iii7) shall be given at least five (5) business days Business Days prior to the date on which any enforcement action described above in Section 13.04(c)(1) is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (cd) The party giving any notice required by this Section 13.04 shall endeavor, promptly after delivery such notice, to deliver a copy thereof to the Company, but neither the Company nor any Subsidiary shall be entitled to demand or receive any such notice or copy thereof. (e) No liability or defense shall ever arise, no Lien shall ever be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall ever be annulled, set aside, affected, affected or impaired, as a result of if any notice required by this Agreement Section 13.04 is not being given or being is defectively given. (f) The provisions of this Section 13.04 do not apply to, restrict or affect any judicial lien, including any attachment or judgment lien.

Notice of Intent to Foreclose. (a) The Bank and Note Revolver Collateral Agent will give the Senior Secured Notes Trustee Term and Note Collateral Agent notice of its intent to enforce any Lien upon any of the Revolver First Priority Collateral. The Term and Note Collateral Agent will give the Revolver Collateral Agent notice of its intent to enforce any Lien upon any of the Term and Note First Priority Collateral. The notice required by this Section 5(a) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (i) deliver to any Credit Party written notice of its intent to enforce a Lien in full or partial satisfaction of any obligation secured thereby; (ii) commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a Lien; or (iii) take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents or possession of property by the Administrative Agent Bank Agents as a means of perfection); (b) The notice required by Section 5(a): (i) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii) need only state that it is given pursuant to the provisions of this Agreement and that Lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; and (iii) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (c) No liability or defense shall arise, no Lien shall be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall be annulled, set aside, affected, or impaired, as a result of any notice required by this Agreement not being given or being defectively given.

Notice of Intent to Foreclose. (a) The Bank and Note Collateral Credit Facility Agent will give the Senior Secured Notes Trustee Collateral Agent notice of its intent to enforce any consensual Lien upon any Credit Facility Collateral. (b) The Collateral Agent will give the Credit Facility Agent notice of the its intent to enforce any consensual Lien upon any Collateral. . (c) The notice required by this Section 5(aSections 11.03(a) and 11.03(b) hereof: (i) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (iA) deliver to any Credit Party the Company or a Subsidiary written notice of its intent to enforce foreclose a consensual Lien or a written proposal to retain property subject to a consensual Lien in full or partial satisfaction of any obligation secured thereby; (iiB) commence legal action against any Credit Party the Company or a Subsidiary for foreclosure or replevin or other enforcement of a consensual Lien; or (iiiC) take possession of goods or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents Company or possession of property by the Administrative Agent as a means of perfection)Subsidiary upon which it holds a consensual Lien; (b) The notice required by Section 5(a): (iii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations Indebtedness or Obligation or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding);; 103 (iiiii) need only state that it is given pursuant to the provisions of Section 11.03 of this Agreement Indenture and that Lien lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; (iv) need only be given once by or to the Collateral Agent or the Credit Facility Agent; (v) may be given by electronic mail, telefax, postal mail or courier or personal delivery or in any other manner permitted by law for service of legal process; (vi) shall be given to a party at the address (including an e-mail address, telecopy address or office address within the State of New York) specified by such party by notice to the other party and shall not be required if no address is so specified; and (iiivii) shall be given at least five (5) business days Business Days prior to the date on which any enforcement action described above in Section 11.03(c)(i) hereof is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (cd) The party giving any notice required by this Section 11.03 shall endeavor, promptly after delivery such notice, to deliver a copy thereof to the Company, but neither the Company nor any Subsidiary shall be entitled to demand or receive any such notice or copy thereof. (e) No liability or defense shall ever arise, no Lien shall ever be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall ever be annulled, set aside, affected, affected or impaired, as a result of if any notice required by this Agreement Section 11.03 is not being given or being is defectively given. (f) The provisions of this Section 11.03 do not apply to, restrict or affect any judicial lien, including any attachment or judgment lien.

Notice of Intent to Foreclose. (a) The Bank and Note Revolver Collateral Agent will give the Senior Secured Notes Trustee Term Collateral Agent notice of its intent to enforce any Lien upon any of the Revolver First Priority Collateral. The Term Collateral Agent will give the Revolver Collateral Agent notice of its intent to enforce any Lien upon any of the Term First Priority Collateral. The notice required by this Section 5(a) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (i) deliver to any Credit Party written notice of its intent to enforce a Lien in full or partial satisfaction of any obligation secured thereby; (ii) commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a Lien; or (iii) take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents or possession of property by the Administrative Agent Agents as a means of perfection); (b) The notice required by Section 5(a): (i) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii) need only state that it is given pursuant to the provisions of this Agreement and that Lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; and (iii) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (c) No liability or defense shall arise, no Lien shall be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall be annulled, set aside, affected, or impaired, as a result of any notice required by this Agreement not being given or being defectively given.

Notice of Intent to Foreclose. (a) The Bank and Note Revolver Collateral Agent will give the Senior Secured Notes Trustee Collateral Agent notice of its intent to enforce any Lien upon any of the Revolver First Priority Collateral. The Notes Collateral Agent will give the Revolver Collateral Agent notice of its or any of the Trustee’s (at the direction of the Notes Secured Creditors) intent to enforce any Lien upon any of the Notes First Priority Collateral. The notice required by this Section 5(a) shall be required to be given by the Bank and Note Collateral Agent a party only if it intends to: (i) deliver to any Credit Party written notice of its intent to enforce a Lien in full or partial satisfaction of any obligation secured thereby; (ii) commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a Lien; or (iii) take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party (other than possession of cash in accounts expressly contemplated by the Credit Documents or possession of property by the Administrative Agent Collateral Agents as a means of perfection); (b) The notice required by Section 5(a): (i) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (ii) need only state that it is given pursuant to the provisions of this Agreement and that Lien enforcement action may be taken by the party giving the notice, and need not disclose or describe the action to be taken; and (iii) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that a party may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its Liens. (c) No liability or defense shall arise, no Lien shall be lost, invalidated or impaired, and no action taken in enforcement of a Lien shall be annulled, set aside, affected, or impaired, as a result of any notice required by this Agreement not being given or being defectively given.