Common use of Notices of Payment Failure Clause in Contracts

Notices of Payment Failure. (a) The Paying Agent is to deliver prompt written notice to the Company and the PMN Agent if it fails to receive in full on the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable (based on the Cash Flow and Distribution Report), the amount required to be paid by the Company on any Distribution Date or the Purchase Money Notes Maturity Date, as applicable, which notice is to include a statement that the required payment was not made by the Company in full and is to set forth the amount of such required payment and, in the case of receipt of a partial payment, the amount of such partial payment. (b) If the Paying Agent has actual knowledge of any actual payment failure in advance of the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable, it is to deliver written notice thereof to the Company and the PMN Agent as soon as is practicable in accordance with Section 5.2(a). Upon the Paying Agent’s receipt at its Office of written notice from the PMN Agent that an Event of Default pursuant to the Reimbursement, Security and Guaranty Agreement has occurred, or to the extent it has actual knowledge of the occurrence of such an Event of Default, the Paying Agent is to deliver prompt written notice to the Holders and (unless notified of such Event of Default by the PMN Agent in the first instance) the PMN Agent of the occurrence of such Event of Default. (c) If the Paying Agent receives notice from the Holders of any Class of Purchase Money Notes that such Class of Guaranteed Purchase Money Notes has been declared immediately due and payable in accordance with the terms of such Class of Purchase Money Notes no later than 12:00 noon (New York City time) on the fourth Business Day prior to a Distribution Date, the Paying Agent is to determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on the related Cash Flow and Distribution Report) and is to make a demand therefor no later than 5:00 p.m. (New York City time) on the fourth Business Day prior to such Distribution Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. If, based on any Cash Flow and Distribution Report, the Paying Agent has actual knowledge no later than 12:00 noon (New York City time) on the fourth Business Day prior to a Purchase Money Notes Maturity Date that any Class of Purchase Money Notes will not be paid in full on the related Purchase Money Notes Maturity Date, the Paying Agent is to determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on such Cash Flow and Distribution Report) and is to make a demand therefor no later than 5:00 p.m. (New York City time) on the fourth Business Day prior to such Purchase Money Notes Maturity Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. (d) If the Paying Agent receives any such notice from the Holders or obtains such actual knowledge, as applicable, later than 12:00 noon (New York City time) on the fourth Business Day prior to a Distribution Date or Purchase Money Notes Maturity Date, as applicable, the Paying Agent is to determine the amount payable by the Purchase Money Notes Guarantor pursuant to the respective Purchase Money Notes Guaranty (based on the Cash Flow and Distribution Report for the immediately succeeding Distribution Date) and is to make a demand therefor no later than four Business Days prior to the immediately succeeding Distribution Date to the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. (e) For the avoidance of doubt, nothing in this Section 5.2 relieves the Company of its obligation to pay the Purchase Money Notes when due in accordance with the terms thereof.

Notices of Payment Failure. (a) The Paying Agent is to shall deliver prompt written notice to the Company Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and the PMN Agent if Advance Lender in the event that it fails to receive in full on the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable (based on the Cash Flow and applicable Distribution Date Report or Maturity Date Report), the amount required to be paid by the Company on any Distribution Date or the Purchase Money Notes Maturity Date, as applicable, which notice is to shall include a statement that the required payment was not made by the Company in full and is to shall set forth the amount of such required payment and, and in the case of receipt of a partial payment, the amount of such partial payment. (b) If the Paying Agent has actual knowledge of any actual payment failure in advance of the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable, it is to will deliver written notice thereof to the Company Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and the PMN Agent Advance Lender as soon as is practicable in accordance with Section 5.2(a)the previous sentence. Upon the Paying Agent’s receipt from the Collateral Agent or the Purchase Money Notes Guarantor of written notice at its Office of written notice from the PMN Agent that an Event of Default pursuant to the Reimbursement, Security and Guaranty Agreement (and as such term is defined therein) has occurred, or to the extent it has actual knowledge of the occurrence of such an Event of Default, the Paying Agent is to shall deliver prompt written notice to the Holders and (unless notified of such Event of Default by the PMN Agent in the first instance) the PMN Agent of the occurrence of such Event of Default. (c) If the Paying Agent receives notice from the Holders of any Class of Purchase Money Notes that such Class of Guaranteed Purchase Money Notes has been declared immediately due and payable in accordance with the terms of such Class of Purchase Money Notes no later than 12:00 noon (New York City time) on the fourth four Business Day Days prior to a Distribution Date, the Paying Agent is to shall determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable respective Purchase Money Notes Guaranty (based on the related Cash Flow and Distribution Date Report) and is to shall make a demand therefor no later than 5:00 p.m. Noon (New York City timeEastern Time) on the fourth Business Day prior to such Distribution Date to such the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. If, based on any Cash Flow and Distribution Report, the Paying Agent has actual knowledge no later than 12:00 noon (New York City time17(a) on the fourth Business Day prior to a Purchase Money Notes Maturity Date that any Class of Purchase Money Notes will not be paid in full on the related Purchase Money Notes Maturity Date, the Paying Agent is to determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on such Cash Flow and Distribution Report) and is to make a demand therefor no later than 5:00 p.m. (New York City time) on the fourth Business Day prior to such Purchase Money Notes Maturity Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. (d) If the Paying Agent receives any such notice from the Holders or obtains such actual knowledge, as applicable, later than 12:00 noon Noon (New York City timeEastern Time) on the fourth Business Day prior to a Distribution Date or Purchase Money Notes Maturity Date, as applicable, the Paying Agent is to shall determine the amount payable by the Purchase Money Notes Guarantor pursuant to the respective Purchase Money Notes Guaranty (based on the Cash Flow and Distribution Date Report for the immediately succeeding Distribution Date) and is to shall make a demand therefor no later than four Business Days prior to the immediately succeeding Distribution Date to the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 17(a) of such Purchase Money Notes Guaranty. (e) For the avoidance of doubt, nothing in this Section 5.2 relieves the Company of its obligation to pay the Purchase Money Notes when due in accordance with the terms thereof.

Notices of Payment Failure. (a) The Paying Agent is to shall deliver prompt written notice to the Company and the PMN Agent if in the event that it fails to receive in full on the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable (based on the applicable Cash Flow and Distribution Report or Maturity Date Report), the amount required to be he paid by hy the Company on any Distribution Date or the Purchase Money Notes Maturity Date, as applicable, which notice is to shall include a statement that the required payment was not made by the Company in full and is to shall set forth the amount of such required payment and, and in the case of receipt of a partial payment, the amount of such partial payment. (b) If the Paying Agent has actual knowledge knmvledge of any actual payment failure in advance of the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable, it is to will deliver written notice thereof to the Company and the PMN Agent as soon as is practicable in accordance with Section 5.2(a). Upon the Paying Agent’s 's receipt at its Office of written notice from the PMN Agent of written notice at its Office that an Event of Default pursuant to the Reimbursement, Security and Guaranty Agreement (and as such term is defined therein) has occurred, or to the extent it has actual knowledge of the occurrence of such an Event of Default, the Paying Agent is to shall deliver prompt written notice to the Holders and (unless notified of such Event of Default by the PMN Agent in the first instance) the PMN Agent of the occurrence of such Event of Default. (c) If the Paying Agent receives notice from the Holders of any Class of Purchase Money Notes that such Class of Guaranteed Purchase Money Notes has been declared immediately due and payable in accordance with the terms of such Class of Purchase Money Notes no later than 12:00 noon (New York City time) on the fourth Business Day prior to a Distribution Date, the Paying Agent is to shall determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on the related Cash Flow and Distribution Report) and is to shall make a demand therefor no later than 5:00 p.m. 5:00p.m. (New York City time) on the fourth Business Day prior to such Distribution Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 16(a) of such Purchase Money Notes Guaranty. If, based on any Cash Flow and Distribution Report and Maturity Date Report, the Paying Agent has actual knowledge no later than 12:00 noon (New York City time) on the fourth Business Day prior to a Purchase Money Notes Maturity Date that any Class of Purchase Money Notes will not be paid in full on the related Purchase Money Notes Maturity Date, the Paying Agent is to shall determine the amount payable by hy the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on such Cash Flow and Distribution Report and Maturity Date Report) and is to shall make a demand therefor no later than 5:00 p.m. 5:00p.m. (New York City time) on the fourth EXLCl;TION VFRSIO~ v.4 Business Day prior to such Purchase Money Notes Maturity Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 16(a) of such Purchase Money Notes Guaranty. (d) If the Paying Agent receives any such notice from the Holders Holders, or obtains such actual knowledge, as applicable, later than 12:00 noon (New York City time) on the fourth Business Day prior to a Distribution Date or Purchase Money Notes Maturity Date, as applicable, the Paying Agent is to shall determine the amount payable by the Purchase Money Notes Guarantor pursuant to the respective Purchase Money Notes Guaranty (based on the Cash Flow and Distribution Report for the immediately succeeding Distribution Date) and is to shall make a demand therefor no later than four Business Days prior to the immediately succeeding Distribution Date to the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 16( a) of such Purchase Money Notes Guaranty. (e) For the avoidance of doubt, nothing in this Section 5.2 herein relieves the Company of its obligation to pay the Purchase Money Notes when due in accordance with the terms thereof.

Notices of Payment Failure. (a) The Paying Agent is to shall deliver prompt written notice to the Company Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and the PMN Agent if Advance Lender in the event that it fails to receive in full on the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable (based on the Cash Flow and applicable Distribution Date Report or Maturity Date Report), the amount required to be paid by the Company on any Distribution Date or the Purchase Money Notes Maturity Date, as applicable, which notice is to shall include a statement that the required payment was not made by the Company in full and is to shall set forth the amount of such required payment and, and in the case of receipt of a partial payment, the amount of such partial payment. (b) If the Paying Agent has actual knowledge of any actual payment failure in advance of the related Distribution Date or the Purchase Money Notes Maturity Date, as applicable, it is to will deliver written notice thereof to the Company Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and the PMN Agent Advance Lender as soon as is practicable in accordance with Section 5.2(a)the previous sentence. Upon the Paying Agent’s receipt from the Collateral Agent or the Purchase Money Notes Guarantor of written notice at its Office of written notice from the PMN Agent that an Event of Default pursuant to the Reimbursement, Security and Guaranty Agreement (and as such term is defined therein) has occurred, or to the extent it has actual knowledge of the occurrence of such an Event of Default, the Paying Agent is to shall deliver prompt written notice to the Holders and (unless notified of such Event of Default by the PMN Agent in the first instance) the PMN Agent of the occurrence of such Event of Default. (c) If the Paying Agent receives notice from the Holders of any Class of Purchase Money Notes that such Class of Guaranteed Purchase Money Notes has been declared immediately due and payable in accordance with the terms of such Class of Purchase Money Notes no later than 12:00 noon Noon (New York City timeEastern Time) on the fourth Business Day prior to a Distribution Date, the Paying Agent is to shall determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable respective Purchase Money Notes Guaranty (based on the related Cash Flow and Distribution Date Report) and is to shall make a demand therefor no later than 5:00 p.m. (New York City time) on the fourth Business Day prior to such Distribution Date to such the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. If, based on any Cash Flow and Distribution Report, the Paying Agent has actual knowledge no later than 12:00 noon (New York City time17(a) on the fourth Business Day prior to a Purchase Money Notes Maturity Date that any Class of Purchase Money Notes will not be paid in full on the related Purchase Money Notes Maturity Date, the Paying Agent is to determine the amount payable by the applicable Purchase Money Notes Guarantor pursuant to the applicable Purchase Money Notes Guaranty (based on such Cash Flow and Distribution Report) and is to make a demand therefor no later than 5:00 p.m. (New York City time) on the fourth Business Day prior to such Purchase Money Notes Maturity Date to such Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 of such Purchase Money Notes Guaranty. (d) If the Paying Agent receives any such notice from the Holders or obtains such actual knowledge, as applicable, later than 12:00 noon Noon (New York City timeEastern Time) on the fourth Business Day prior to a Distribution Date or Purchase Money Notes Maturity Date, as applicable, the Paying Agent is to shall determine the amount payable by the Purchase Money Notes Guarantor pursuant to the respective Purchase Money Notes Guaranty (based on the Cash Flow and Distribution Date Report for the immediately succeeding Distribution Date) and is to shall make a demand therefor no later than four Business Days prior to the immediately succeeding Distribution Date to the Purchase Money Notes Guarantor on behalf of the applicable Holders in accordance with Section 16 17(a) of such Purchase Money Notes Guaranty. (e) For the avoidance of doubt, nothing in this Section 5.2 relieves the Company of its obligation to pay the Purchase Money Notes when due in accordance with the terms thereof.