Common use of Significant Event Notices Clause in Contracts

Significant Event Notices. (a) Upon receipt by the Subordinated Guarantee Agent of a Significant Event Notice from any Administrative Agent, the Subordinated Guarantee Agent shall promptly notify the Ultimate Parent, the Guarantors and the other Administrative Agents of the receipt and contents thereof, subject to the second sentence of Section 3.1(b). So long as such Significant Event Notice is in effect in accordance with Section 3.1(b), the Subordinated Guarantee Agent shall exercise the rights and remedies available during the continuance of the applicable Event(s) of Default or Acceleration Event, as the case may be, provided in this Agreement and permitted by applicable law to enforce the Guarantor Obligations, including taking any Enforcement Action, subject to the written direction of the Required Directing Credit Parties and, subject in all cases, to Section 5. (b) A Significant Event Notice delivered by an Administrative Agent on behalf of the Credit Parties of the Class represented thereby shall become effective upon receipt thereof by the Subordinated Guarantee Agent. Notwithstanding anything in this Agreement to the contrary, a Significant Event Notice shall be deemed to be in effect and notice thereof shall be deemed to have been delivered whenever (i) an Event of Default under Section 7(i) or 7(j) of the Existing RHDI Credit Agreement, Section 7(i) or 7(j) of the Existing Dex East Credit Agreement, Section 7(i) or 7(j) of the Existing Dex West Credit Agreement, or Section 7(i) or 7(j) of the Existing SuperMedia Credit Agreement (but only as to the applicable Class(es) of Borrower Obligation(s) or (ii) any Event of Default under any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred in connection with any Refinancing of any of the Borrower Obligations (A) arising due to the commencement of an Insolvency Proceeding and (B) triggering the automatic acceleration of all Borrower Obligations outstanding under such agreement or instrument, has occurred and is continuing. A Significant Event Notice, once effective, shall remain in effect unless and until it is cancelled as provided in Section 3.1(c). (c) Any Administrative Agent shall be entitled to cancel its own Significant Event Notice (and each Administrative Agent hereby agrees to promptly cancel its own Notice of Event of Default if the relevant Event(s) of Default or Acceleration Event, as the case may be, are no longer continuing) by delivering a written notice of cancellation in the form attached hereto as Exhibit B (a “Notice of Cancellation”) to the Subordinated Guarantee Agent (i) before the Subordinated Guarantee Agent takes any action to exercise any remedy with respect to such Event(s) of Default or (ii) thereafter; provided, that (x) any actions taken by the Subordinated Guarantee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default which can, in a commercially reasonable manner, be reversed, cancelled or stopped, shall be so reversed, cancelled or stopped, and (y) any actions taken by the Subordinated Guarantee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default which cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed; provided, further that, notwithstanding the foregoing, to the extent the Subordinated Guarantee Agent receives a Notice of Cancellation in respect of one Class of Borrower Obligations and a Significant Event Notice remains outstanding in respect of one or more other Classes of Borrower Obligations, the Subordinated Guarantee Agent shall continue to take any action to exercise any remedy with respect to such Event(s) of Default as directed by the Required Directing Credit Parties (as determined after giving effect to such Notice of Cancellation). In the event Notices of Cancellations are given in respect of all outstanding Significant Event Notices, the Subordinated Guarantee Agent shall cooperate to the extent commercially reasonable with the Guarantors so that the actions referred to in clauses (x) and (y) in the first proviso above are done at the written direction of the Guarantors and otherwise in accordance with the terms of this Agreement. The Subordinated Guarantee Agent shall promptly notify the Ultimate Parent, each Administrative Agent and each Guarantor as to the receipt and contents of any Notice of Cancellation. The Subordinated Guarantee Agent shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Guarantors after the issuance of a Notice of Cancellation.

Significant Event Notices. (a) Upon receipt by the Subordinated Guarantee Shared Collateral Agent of a Significant Event Notice from any Administrative AgentNotice, the Subordinated Guarantee Shared Collateral Agent shall promptly notify the Ultimate Parent, the Guarantors Grantors and the other Administrative Agents of the receipt and contents thereof, subject to the second sentence of Section 3.1(bsubsection 2.1(b). So long as such Significant Event Notice is in effect in accordance with Section 3.1(b)subsection 2.1(b) hereof, the Subordinated Guarantee Shared Collateral Agent shall exercise the rights and remedies available during the continuance of the applicable Event(s) of Default or Acceleration Event, as the case may be, provided in this Intercreditor Agreement and in the Shared Collateral Security Documents and permitted by applicable law to enforce the Guarantor Secured Obligations, including taking any Shared Collateral Enforcement Action, subject to the written direction of the Required Directing Credit Parties andShared Collateral Secured Parties, subject in all cases, to Section 5as provided herein. (b) A Significant Event Notice delivered by an Administrative Agent on behalf of the Credit Shared Collateral Secured Parties of the Class represented thereby shall become effective upon receipt thereof by the Subordinated Guarantee Shared Collateral Agent. Notwithstanding anything in this Intercreditor Agreement to the contrary, a Significant Event Notice shall be deemed to be in effect and notice thereof shall be deemed to have been delivered whenever (i) an Event of Default under Section 7(i) or 7(j) of the Existing RHDI Credit Agreement, Section 7(i) or 7(j) of the Existing Dex East Credit Agreement, Section 7(i) or 7(j) of the Existing Dex West Credit Agreement, Agreement or Section 7(i) or 7(j) of the Existing SuperMedia Credit Agreement (but only as to the applicable Class(es) of Borrower Obligation(s) Agreement, or (ii) any Event of Default under any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred in connection with any Refinancing of any of the Borrower Secured Obligations (A) arising due to the commencement of an Insolvency Proceeding and (B) triggering the automatic acceleration of all Borrower Secured Obligations outstanding under such agreement or instrument, has occurred and is continuing. A Significant Event Notice, once effective, shall remain in effect unless and until it is cancelled as provided in Section 3.1(csubsection 2.1(c). (c) Any Administrative Agent shall be entitled to cancel its own Significant Event Notice (and each Administrative Agent hereby agrees to promptly cancel its own Notice of Event of Default if the relevant Event(s) of Default or Acceleration Event, as the case may be, are no longer continuing) by delivering a written notice of cancellation in the form attached hereto as Exhibit B C (a “Notice of Cancellation”) to the Subordinated Guarantee Shared Collateral Agent (i) before the Subordinated Guarantee Shared Collateral Agent takes any action to exercise any remedy with respect to such Event(s) of Default the Shared Collateral or (ii) thereafter; provided, that (x) any actions taken by the Subordinated Guarantee Shared Collateral Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default the Shared Collateral which can, in a commercially reasonable manner, be reversed, cancelled or stopped, shall be so reversed, cancelled or stopped, and (y) any actions taken by the Subordinated Guarantee Shared Collateral Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default the Shared Collateral which cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed; provided, further that, notwithstanding the foregoing, to the extent the Subordinated Guarantee Shared Collateral Agent receives a Notice of Cancellation in respect of one Class of Borrower Secured Obligations and a Significant Event Notice remains outstanding in respect of one or more other Classes of Borrower Secured Obligations, the Subordinated Guarantee Shared Collateral Agent shall continue to take any action to exercise any remedy with respect to such Event(s) of Default the Shared Collateral as directed by the Required Directing Credit Shared Collateral Secured Parties (as determined after giving effect to such Notice of Cancellation). In the event Notices of Cancellations are given in respect of all outstanding Significant Event Notices, the Subordinated Guarantee Shared Collateral Agent shall cooperate to the extent commercially reasonable with the Guarantors Grantors so that the actions referred to in clauses (x) and (y) in the first proviso above are done at the written direction of the Guarantors Grantors and otherwise in accordance with the terms of this AgreementIntercreditor Agreement and the Shared Collateral Security Documents. The Subordinated Guarantee Shared Collateral Agent shall promptly notify the Ultimate Parent, Parent and each Administrative Agent and each Guarantor as to the receipt and contents of any Notice of Cancellation. The Subordinated Guarantee Shared Collateral Agent shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Guarantors Grantors after the issuance of a Notice of CancellationCancellation except to the extent of its own gross negligence or willful misconduct.

Significant Event Notices. (a) Upon receipt by the Subordinated Guarantee Agent Collateral Trustee of a Significant Event Notice from any Administrative AgentNotice, the Subordinated Guarantee Agent Collateral Trustee shall promptly notify the Ultimate ParentCompany, the Guarantors Grantors and the other Administrative Agents Holder Representatives of the receipt and contents thereof, subject to the second sentence of Section 3.1(b). So long as such Significant Event Notice is in effect in accordance with Section 3.1(b)subsection 2.1(b) hereof, the Subordinated Guarantee Agent Collateral Trustee shall exercise the rights and remedies available during the continuance of the applicable Event(s) of Default or Acceleration Event, as the case may be, provided in this Collateral Trust Agreement and permitted by applicable law to enforce in the Guarantor Obligations, including taking any Enforcement Action, Trust Security Documents subject to the written direction of the Required Directing Credit Parties andControlling Party, subject in all cases, to Section 5as provided herein. (b) A Significant Event Notice delivered by an Administrative Agent on behalf of the Credit Parties of the Class represented thereby a Holder Representative shall become effective upon receipt thereof by the Subordinated Guarantee AgentCollateral Trustee. Notwithstanding anything in this Collateral Trust Agreement to the contrary, a Significant Event Notice shall be deemed to be in effect and notice thereof shall be deemed to have been delivered whenever (i) an Event of Default under Section 7(i6.1(f) or 7(j6.1(g) of the Existing RHDI First Priority Credit Agreement, Section 7(i6.1(f) or 7(j6.1(g) of the Existing Dex East Second Priority Credit Agreement, Section 7(i) Agreements or 7(j) of the Existing Dex West Credit Agreement, or Section 7(i) or 7(j) of the Existing SuperMedia Credit Agreement (but only as to the applicable Class(es) of Borrower Obligation(s) or (ii) any Event of Default similar provision under any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred in connection with any Refinancing of any of the Borrower Obligations (A) arising due to the commencement of an Insolvency Proceeding and (B) triggering the automatic acceleration of all Borrower Obligations outstanding under such agreement or instrument, Additional Debt Document has occurred and is continuing. A Significant Event Notice, once effective, shall remain in effect unless and until it is cancelled as provided in Section 3.1(csubsection 2.1(c). (c) Any Administrative Agent Holder Representative shall be entitled to cancel its own Significant Event Notice (and each Administrative Agent Holder Representative hereby agrees to promptly cancel its own Notice of Event of Default if the relevant Event(s) of Default or Acceleration Event, as the case may be, are no longer continuing) by delivering a written notice of cancellation in the form attached hereto as Exhibit B D (a “Notice of Cancellation”) to the Subordinated Guarantee Agent Collateral Trustee (i) before the Subordinated Guarantee Agent Collateral Trustee takes any action to exercise any remedy with respect to such Event(s) of Default the Collateral or (ii) thereafter; provided, that (x) any actions taken by the Subordinated Guarantee Agent Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default the Collateral which can, in a commercially reasonable manner, be reversed, cancelled or stopped, shall be so reversed, cancelled or stopped, and (y) any actions taken by the Subordinated Guarantee Agent Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to such Event(s) of Default the Collateral which cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed; provided, further that. The Collateral Trustee, notwithstanding the foregoing, to the extent the Subordinated Guarantee Agent receives a Notice of Cancellation in respect of one Class of Borrower Obligations and a Significant Event Notice remains outstanding in respect of one or more other Classes of Borrower Obligations, the Subordinated Guarantee Agent shall continue to take any action to exercise any remedy with respect to such Event(s) of Default as directed by the Required Directing Credit Parties (as determined after giving effect to such Notice of Cancellation). In the event Notices of Cancellations are given in respect of all outstanding Significant Event Notices, the Subordinated Guarantee Agent shall cooperate to the extent commercially reasonable with the Guarantors Grantors so that the actions referred to in clauses (x) and (y) in the first proviso above are done at the written direction of the Guarantors Grantors and otherwise in accordance with the terms of this AgreementCollateral Trust Agreement and the Trust Security Documents. The Subordinated Guarantee Agent Collateral Trustee shall promptly notify the Ultimate Parent, each Administrative Agent and each Guarantor Grantors as to the receipt and contents of any such Notice of Cancellation. The Subordinated Guarantee Agent Collateral Trustee shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Guarantors Grantors after the issuance of a Notice of Cancellation.