Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Mortgage Loan) and the Operating Advisor of any offers received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.
Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by 2 (two) directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing specifying the Default and the steps, if any, being taken to remedy it).
Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five Banking Days after becoming aware, that the holder of any evidence of Indebtedness (in a principal amount in excess of $5,000,000) of Borrower or any of its Subsidiaries has given notice or taken any other action with respect to a default or event of default, a written notice specifying the notice given or action taken by such holder and the nature of such default or event of default and what action Borrower or its Subsidiary is taking or proposes to take with respect thereto;
Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
Promptly upon a request by a Lender, the Borrower shall supply to the Lenders a certificate signed by any director, the Chief Financial Officer of the Borrower or the Chief Executive Officer of the Borrower on its behalf certifying that no Default or Review Event is continuing (or if a Default or Review Event is continuing, specifying the Default or Review Event (as applicable) and the steps, if any, being taken to remedy it).
Promptly upon. (i) delivery to another Material Project Party pursuant to a Material Project Document, the Borrower shall deliver to the Common Security Trustee and each Secured Debt Holder Group Representative copies of all material written notices or other material documents delivered to such Material Project Party by the Borrower other than written notices or other documents delivered in the ordinary course of the administration of such Agreements; and
Promptly upon a Senior Officer of the Borrower or the Tribe becoming aware, and in any event within thirty Business Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code, Title 26, U.S.C.) in connection with any Pension Plan or any trust created thereunder, written notice specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
Promptly upon a request by the LTA TF, the Applicant shall supply to the LTA TF a certificate signed by two of the Applicant's directors on the Applicant's behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).
Promptly upon. (i) a conversion of Dollar Loans from LIBOR Loans to Base Rate Loans or vice versa in accordance with Section 2.6(g), (ii) the election of the Borrower in accordance with Section 2.6(e) to change the duration of the Interest Period, (iii) the addition of a new Guarantor, (iv) any change in organizational structure pursuant to Section 6.2(i) and/or (v) any assignment of Loans pursuant to Section 10.8, the Borrower and each Guarantor (por aval) shall, upon the request of the Administrative Agent, at the expense of the Borrower, promptly execute and deliver to the Administrative Agent for the account of each of the relevant Lenders, in exchange for the Note evidencing the relevant Loans of such Lender theretofore delivered to such Lender, a new Note or Notes payable to such Lender and/or such Lender’s assignee, as applicable, dated the Restatement Date, in a principal amount equal to the principal amount then outstanding of such Note and otherwise duly completed.
Promptly upon any Borrower obtaining -------- knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation, any allegation of defective pricing, defective product or services, cost mischarging, or violation of the Cost Accounting Standards (48 C.F.R. (S) 9900 (et. seq.)), any facts which would -- --- impair the ability of a Borrower to continue to perform Government Contracts or to obtain future Government Contracts or arbitration against or affecting a Borrower or any of the Borrowers' Subsidiaries or any Property of such Borrower or any of such Borrowers' Subsidiaries not previously disclosed pursuant to Section 6.01(k), which action, suit, proceeding, governmental investigation or -------------- arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in such Borrower's reasonable judgment, such Borrower or any of such Borrower's Subsidiaries to liability in an amount aggregating $5,000,000 or more, or could result in suspension or debarment from government contracting, loss of facility clearances for classified information, or suspension of export licenses or approvals (whether existing or applied for), such Borrower shall give written notice thereof to the Administrative Agent and the Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (ii) in addition to the requirements set forth in clause (i) of ---------- this Section 7.03, a Borrower, upon request of the Administrative Agent or the ------------ Requisite Lenders, shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation, any allegation of defective pricing, defective products or services, or violation of the Cost Accounting Standards, or of any facts which would impair the ability of such Borrower to continue to perform Government Contracts or to obtain future Government Contracts or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably ---------- available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.
