Common use of Notice to Administrative Agent Clause in Contracts

Notice to Administrative Agent. (a) The Borrower shall give prompt written notice to the Agents of any fact known to the Borrower that would prohibit the making of any payment to or by the Agents in respect of the Indebtedness evidenced by the Bridge Loans pursuant to the provisions of this Article X. The Agents shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Agents unless and until the Agents shall have received notice in writing at its address set forth herein to that effect signed by an Officer of the Borrower, or by a holder of Senior Indebtedness or trustee or agent thereof; and prior to the receipt of any such written notice, the Agents shall, subject to Article XIII, be entitled to assume that no such facts exist; provided that, if the Agents shall not have received the notice provided for in this Section 10.7 at least two Business Days prior to the date upon which, by the terms of this Agreement, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Bridge Loan), then, notwithstanding anything herein to the contrary, the Agents shall have full power and authority to receive any monies from the Borrower and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Bridge Loans prior to such application. Nothing contained in this Section 10.7 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article X. The Agents shall be entitled to rely on the delivery to it of a written notice by a Person representing itself to be a holder of any Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative on behalf of any such holder.

Notice to Administrative Agent. (a) The Borrower Loan Parties shall give prompt written notice to the Agents Administrative Agent of any fact known to the Borrower that Loan Parties which would prohibit the making of any payment to or by the Agents Administrative Agent in respect of the Indebtedness evidenced by the Bridge Loans Obligations pursuant to the provisions of this Article X. The Agents Administrative Agent shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that which would prohibit the making of any payment to or by the Agents Administrative Agent unless and until the Agents Administrative Agent shall have received notice in writing at its address set forth herein to that effect signed by an Officer of the BorrowerLoan Parties, or by a holder of Senior Indebtedness Lender or trustee or agent thereoftheir Representative; and prior to the receipt of any such written notice, the Agents shall, subject to Article XIII, Administrative Agent shall be entitled to assume that no such facts exist; provided thatprovided, however, that if the Agents Administrative Agent shall not have received the notice provided for in this Section 10.7 10.06 at least two Business Days prior to the date upon which, which by the terms of this Agreement, Agreement any monies moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, of or interest on any Bridge LoanObligations), then, notwithstanding anything regardless of any- thing herein to the contrary, the Agents Administrative Agent shall have full power and authority to receive any monies moneys from the Borrower Loan Parties and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that which may be received by it on or after such prior date except for an acceleration of the Bridge Loans prior to such applicationdate. Nothing contained in this Section 10.7 10.06 shall limit the right of the holders of Senior Indebtedness Lenders to recover payments as contemplated by this Article X. The Agents Section 10.03. Administrative Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative trustee or representative on behalf of any such holder. In the event that Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a Senior Lender to participate in any payment or distribution pursuant to this Article X, Administrative Agent may request such Person to furnish evidence to the reasonable satisfaction of Administrative Agent as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article X, and if such evidence is not furnished, Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Administrative Agent. (a) The BV Borrower shall give prompt written notice to the Agents Administrative Agent of any fact known to the BV Borrower that which would prohibit the making of any payment to or by the Agents Administrative Agent in respect of the Indebtedness evidenced by the Bridge Loans pursuant to the provisions of this Article X. The Agents Nine, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Nine or elsewhere in this Agreement, the Administrative Agent shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness Debt or of any other facts that which would prohibit the making of any payment to or by the Agents Administrative Agent unless and until the Agents Administrative Agent shall have received notice in writing at its address set forth herein to that effect signed by an Officer of from the BV Borrower, or by from a holder of Senior Indebtedness Debt or trustee or agent thereof; and a Representative therefor and, prior to the receipt of any such written notice, the Agents shall, subject to Article XIII, Administrative Agent shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided that, if the Agents shall not have received the notice provided for in this Section 10.7 at least two Business Days prior to the date upon which, by the terms of this Agreement, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Bridge Loan), then, notwithstanding anything herein to the contrary, the Agents shall have full power and authority to receive any monies from the Borrower and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Bridge Loans prior to such application. Nothing contained in this Section 10.7 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article X. The Agents Administrative Agent shall be entitled to rely on the delivery to it of a written any notice by a Person representing itself pursuant to be a holder of any Senior Indebtedness (or a Representative of such holder) this Section 9.07 to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a Representative on behalf trustee thereof). In the event that the Administrative Agent determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Nine, the Administrative Agent may request such holderPerson to furnish evidence to the satisfaction of the Administrative Agent as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Nine, and if such evidence is not furnished the Administrative Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Administrative Agent. (a) The Borrower shall give prompt written notice to the Agents Administrative Agent of any fact known to the Borrower that would prohibit the making of any payment to or by the Agents Administrative Agent or the Bridge Lenders in respect of the Indebtedness evidenced by the Bridge Loans pursuant to Loans. Notwithstanding the provisions of this Article X. The Agents ARTICLE IX or any other provision of this Agreement, the Administrative Agent shall not be charged with the knowledge of the existence Alderwoods--Subordinated Bridge Loan Agreement 45 of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Agents Administrative Agent or the Bridge Lenders in respect of the Bridge Loans, unless and until the Agents Administrative Agent shall have received written notice in writing thereof at its address set forth herein least one Business Day prior to that effect signed by an Officer of any such payment date from the Borrower, or by any Bridge Lender, the Senior Agent, the Indenture Trustee, a holder of any class of Senior Indebtedness or any one or more agents acting on behalf of any one or more holders of any class of Senior Indebtedness who (other than the Senior Agent or the Indenture Trustee) shall have been certified by the Borrower or otherwise established to the reasonable satisfaction of the Administrative Agent to be such holder, or from any trustee or agent thereoftherefor; and and, prior to the receipt of any such written notice, the Agents shall, subject to Article XIII, Administrative Agent shall be entitled in all respects to assume that no such facts exist; provided that, if the Agents shall not have received the notice provided for in this Section 10.7 at least two Business Days prior to the date upon which, by the terms of this Agreement, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Bridge Loan), then, notwithstanding anything herein to the contrary, the Agents shall have full power and authority to receive any monies from the Borrower and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Bridge Loans prior to such application. Nothing contained in this Section 10.7 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article X. The Agents shall be entitled to rely on the delivery to it of a written notice by a Person representing itself to be a holder of any Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative on behalf of any such holder.