Common use of Notice of Default or Event of Default Clause in Contracts

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders and, except with respect to Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower a Loan Party referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.411.02(d), Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisableadvisable in its commercially reasonable discretion.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders andLenders, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Majority Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor In the event that the Administrative Agent, the Issuing Bank or any Co-Collateral Agent Lender shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default or Event of Default, except, in the case of Administrative Agent, with respect the Issuing Bank or such Lender shall promptly notify the Lenders (provided failure to defaults give such notice shall not result in any liability on the payment part of principalsuch Lender, interest, feesthe Issuing Bank or Administrative Agent), and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents the Issuing Bank shall have received written notice from a Lender take such action and assert such rights under this Agreement and the other Loan Documents as the Required Lenders shall request in writing, and neither the Administrative Agent nor the Issuing Bank shall be subject to any liability by reason of its acting pursuant to any such request. If the Required Lenders shall fail to request the Administrative Agent and the Issuing Bank to take action or Administrative Borrower referring to assert rights under this Agreement, describing such Agreement or any other Loan Documents in respect of any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which Agent has actual knowledge. If from the Administrative Agent, the Issuing Bank or any Lender obtains actual knowledge of any Event of DefaultLender, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent and the Issuing Bank, howeveror either of them, that unless and until Agent has received any such requestmay, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it deems in their or its respective discretion to be advisable for the protection of the Lenders, except that, if the Required Lenders have instructed the Administrative Agent and the Issuing Bank not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent and the Issuing Bank act contrary to such Default or Event instructions unless time is of Default as it shall deem advisablethe essence.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until Agent has received imminently threatens the ability of the Lender Group to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; provided, that Agent shall first use commercially reasonable efforts to contact the Required Lenders regarding the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except in the case of Agent with respect to actual knowledge of the existence of any Overadvance and except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to ------------------------------------- have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of Agent or Lenders, except in the Lenders andcase of the Agent with respect to actual knowledge of the existence of an Overadvance, and except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such ------------ Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has --------- received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except in the case of Agent with respect to actual knowledge of the existence of an Overadvance and except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4SECTION 16.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; provided that Agent shall use commercially reasonable efforts to contact Term Loan B Representative regarding the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Defaults or Events of Default or the existence of any Overadvance of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Defaults or Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Defaults or Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that unless and until Agent has received any such requestif Exigent Circumstances exist, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; provided that Agent shall use commercially reasonable efforts to contact Oak Hill Representative regarding the taking of such action so long as the Oak Hill Entities collectively have a Last Out Pro Rata Share of not less than 60%.

Notice of Default or Event of Default. Neither Agent nor In the event that the Administrative Agent, any Co-Collateral Agent Lender or the Issuing Bank shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default or Event of Default, except, in the case of Administrative Agent, with respect such Lender or the Issuing Bank shall promptly notify the Lenders, the Administrative Agent and the Issuing Bank, as applicable (provided failure to defaults give such notice shall not result in any liability on the payment part of principalsuch Lender, interest, feesthe Administrative Agent or the Issuing Bank), and expenses required the Administrative Agent shall take such action and assert such rights under this Agreement and the other Loan Documents as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to be paid any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent for the account to take action or to assert rights under this Agreement or any other Loan Documents in respect of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which Agent has actual knowledge. If from the Administrative Agent, any Lender obtains actual knowledge of any Event of Defaultor the Issuing Bank, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent may, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it deems in its discretion to be advisable for the protection of the Lenders, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent act contrary to such Default or Event of Default as it shall deem advisableinstructions.

Notice of Default or Event of Default. Neither In the event that any Agent nor or any Co-Collateral Agent Lender or any Tranche C Lender shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default (other than through a notice by one party hereto to all other parties) or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Tranche C Default, such Agent or such Lender or such Tranche C Lender, as the case may be, shall promptly shall notify the other Lenders Administrative Agent and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participantsthe Collateral Agent, if any. Subject to Section 15.4, and the Administrative Agent and the Collateral Agent shall take such action and assert such rights under this Agreement and the other Loan Documents as the Majority Lenders (or all of the Lenders where expressly required by this Agreement) direct, and neither the Administrative Agent nor the Collateral Agent shall be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent or the Collateral Agent to take action or to assert rights under this Agreement in respect of any Default within ten (10) days after their receipt of the notice of any Default from any Agent or any Lender or any Tranche C Lender, or shall request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent and the Collateral Agent may, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 10 hereof) as they deem in their discretion to be advisable for the protection of the Lenders and the Tranche C Lenders, except that, if the Majority Lenders have instructed the Administrative Agent or refrain from taking the Collateral Agent not to take such actionaction or assert such right, with respect in no event shall the Administrative Agent or the Collateral Agent, as applicable, act contrary to such Default or Event of Default as it shall deem advisableinstructions.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent or Collateral Agent for the account of the Lenders andLenders, except with respect to Events of Default of which Agent or Collateral Agent has actual knowledge, unless Agent and Co-or Collateral Agents Agent shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Collateral Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Collateral Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Collateral Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent and/or Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent and/or Collateral Agent has received any such request, Agent and/or Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except with respect to the existence of Overadvances as to which the Agent has actual knowledge and to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent 101 103 promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to any Agent for the account of the Lenders and, except with respect to Events of Default of which such Agent has actual knowledge, unless such Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” ”. Each Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which such Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, the applicable Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that, after the occurrence of a Default or an Event of Default, if an event occurs or a circumstance exists that unless materially and until Agent has received imminently threatens the ability of the Lender Group to realize upon any material part of the Collateral (such requestas fraudulent removal, 107 concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto), such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders and, except with respect to Defaults and Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Default of Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; provided, that Administrative Agent shall first use commercially reasonable efforts to contact Term Loan B and C Agent regarding the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Defaults and Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Defaults and Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Defaults and Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4SECTION 16.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of the Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of JRCC or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, action with respect to such Default or Event of Default as it shall deem advisable; PROVIDED, Agent shall, to the extent practicable, first use commercially reasonable efforts to contact the Syndication Agent regarding the taking of such action and in any event shall use commercially reasonable efforts to contact the Syndication Agent regarding the taking of such action contemporaneously with the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders andLenders, except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Xxxxxx Energy Loan Agreement Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except with respect to the existence of Overadvances as to which the Agent has actual knowledge and to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Term Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent or Term Agent for the account of the applicable Lenders and, except with respect to Events of Default of which Agent or Term Agent has actual knowledge, unless Agent and Co-Collateral Agents or Term Agent, as applicable, shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent and Term Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent or Term Agent, as applicable, has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders Lenders, Agent and Agents Term Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent and Term Agent, as applicable, shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section SectionArticle 9; provided, however, that unless and until Agent or Term Agent, as applicable, has received any such request, Agent or Term Agent, as applicable, may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders andLenders, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower Representative referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Majority Lenders in accordance with Section Article 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Default unless such Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative any Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, (a) Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Administrative Agent has received any such request, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; (b) the Tranche A Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until the Tranche A Collateral Agent has received any such request, the Tranche A Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; and (c) the Tranche B Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Tranche B Lenders in accordance with Section 9; provided, however, that unless and until the Tranche B Collateral Agent has received any such request, the Tranche B Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither In the event that the ------------------------------------- Administrative Agent nor or any Co-Collateral Agent Lender shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified in writing, of any Default or Event of Default, exceptthe Administrative Agent or such Lender shall promptly notify the Lenders and the Administrative Agent, and the Administrative Agent shall take such action and assert such rights under this Agreement as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request in the case absence of Agent, with respect to defaults in gross negligence or willful misconduct on the payment of principal, interest, fees, and expenses required to be paid to Agent for the account part of the Administrative Agent in carrying out such request. If the Majority Lenders and, except with shall fail to request the Administrative Agent to take action or to assert rights under this Agreement in respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Defaultfrom the Administrative Agent, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent may, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it --------- deems in its discretion to be advisable for the protection of the Lenders, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent act contrary to such Default instructions, and, further, in no event shall the Administrative Agent take any action or Event assert any rights which by the express terms hereof requires the consent or direction of Default as it shall deem advisableall of the Lenders without first obtaining the consent or direction of all such Lenders.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except that Facility Agent shall be deemed to have knowledge with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Facility Agent for the account of the Lenders andLender Group, except with respect to actual knowledge of the existence of an Overadvance, and except with respect to Defaults and Events of Default of which Facility Agent has actual knowledge, unless Facility Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Facility Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Facility Agent has has, or is deemed to have, actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Facility Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Facility Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9Lenders; provided, however, that unless and until that: 103 Foothill/Agent has received any such requestGreyhound F6384-0813 110 (a) At all times, Facility Agent may (but shall not be obligated to) take such action, or refrain from taking such actionpropose and, with respect the consent of Required Lenders (which shall be deemed to have been given by a Lender unless such Default or Event Lender has notified Facility Agent to the contrary in writing within three days of Default as it shall deem advisable.notification of such proposed actions by Facility Agent) exercise, any remedies on behalf of the Lender Group; and

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to ------------------------------------- have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except with respect to actual knowledge by an officer of Agent who is handling this relationship with the Borrowers of the existence of an Overadvance and except with respect to Defaults and Events of Default of which an officer of Agent who is handling the relationship with the Borrowers has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event ------------ of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such --------- -------- ------- request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither In the event that the ------------------------------------- Administrative Agent nor or any Co-Collateral Agent Lender shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default or Event of Default, except, in the case of Agent, with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of or such Lender shall promptly notify the Lenders and(provided, except with respect however, that failure -------- ------- to Events give such notice shall not result in any liability on the part of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a such Lender or Administrative Borrower referring Agent), and the Administrative Agent shall take such action and assert such rights under this Agreement and the other Loan Documents as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement, describing such Agreement or any other Loan Documents in respect of any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which from the Administrative Agent has actual knowledge. If or any Lender obtains actual knowledge of any Event of DefaultLender, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent may, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it deems in its discretion to be advisable for the protection of the Lenders, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent act contrary to such Default or Event instructions, unless time is of Default as it shall deem advisablethe essence, in which case, the Administrative Agent may act in accordance with its reasonable discretion.

Notice of Default or Event of Default. Neither Agent nor In the event that the Administrative Agent, the Issuing Bank or any Co-Collateral Agent Lender shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default or Event of Default, exceptthe Administrative Agent and the Issuing Bank or such Lender shall promptly notify the Lenders and the Administrative Agent and the Issuing Bank, as applicable (provided that failure to give such notice shall not result in any liability on the case part of Agent, with respect to defaults in such Lender or the payment of principal, interest, feesAdministrative Agent and the Issuing Bank), and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents the Issuing Bank shall have received written notice from a Lender take such action and assert such rights under this Agreement and the other Loan Documents as the Required Lenders shall request in writing, and the Administrative Agent and the Issuing Bank shall not be subject to any liability by reason of its acting pursuant to any such request. If the Required Lenders shall fail to request the Administrative Agent and the Issuing Bank to take action or Administrative Borrower referring to assert rights under this Agreement, describing such Agreement or any other Loan Documents in respect of any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which Agent has actual knowledge. If from the Administrative Agent, the Issuing Bank or any Lender obtains actual knowledge of any Event of DefaultLender, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default Default, the Administrative Agent and the Issuing Bank may, but shall not be required to, take such action and assert such rights (other than rights under Article 8 hereof) as may it deems in its discretion to be requested by advisable for the Required Lenders in accordance with Section 9protection of the Lenders; provided, however, that unless if the Required Lenders have instructed the Administrative Agent and until Agent has received any such request, Agent may (but shall the Issuing Bank not be obligated to) to take such actionaction or assert such right, or refrain from taking such action, with respect in no event shall the Administrative Agent act and the Issuing Bank contrary to such Default or Event of Default as it shall deem advisableinstructions.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, Unmatured Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, fees and expenses required to be paid to Agent for the account of the Lenders and, except and with respect to Defaults, Unmatured Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default, Unmatured Default or Event of Default, and stating that such notice is a “"notice of default.” ". Agent promptly will notify the Lenders of its receipt of any such notice or of any Unmatured Default or Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Unmatured Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Unmatured Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Unmatured Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default, Unmatured Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders andLenders, except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders and, except with respect to Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor In the event that the ------------------------------------- Administrative Agent, any Co-Collateral Agent Lender or the Issuing Bank shall be deemed to acquire actual knowledge, or shall have knowledge or notice of the occurrence been notified, of any Default or Event of Default, except, in the case of Administrative Agent, with respect such Lender or the Issuing Bank shall promptly notify the Lenders (provided, however, that the failure to defaults give such notice shall not -------- ------- result in any liability on the payment part of principalsuch Lender, interest, feesthe Issuing Bank or the Administrative Agent), and expenses required the Administrative Agent shall take such action and assert such rights under this Agreement and the other Loan Documents as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to be paid any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent for the account to take action or to assert rights under this Agreement or any other Loan Documents in respect of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such any Default or Event of Default, and stating that such notice is a “Default within ten (10) days after their receipt of the notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice Default or of any Event of Default of which Agent has actual knowledge. If from the Administrative Agent, any Lender obtains actual knowledge of any Event of Defaultor the Issuing Bank, such Lender promptly or shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent may, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it deems in its discretion to be advisable for the protection of the Lenders, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent act contrary to such Default or Event instructions, unless time is of Default as it shall deem advisablethe essence, in which case, the Administrative Agent may act in accordance with its reasonable discretion.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders andLenders, except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of the Loan Parties and their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Loan Parties. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and any other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys fees and expenses, costs of collection by outside collection agencies and auctioneer fees and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's ratable share of any costs or out-of-pocket expenses (including attorneys fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders and, except with respect to Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower a Loan Party referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Administrative Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Administrative Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.411.02(d), Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Administrative Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisableadvisable in its commercially reasonable discretion.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” ”. Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, the Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98; provided, however, that, after the occurrence of a Default or an Event of Default, if an event occurs or a circumstance exists that unless materially and until Agent has received imminently threatens the ability of the Lender Group to realize upon any material part of the Collateral (such requestas fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto), Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for the account of the Lenders andLenders, except with respect to the existence of Overadvances as to which the Administrative Agent has actual knowledge and to Events of Default of which any Agent has actual knowledge, unless such Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Such Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which such Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Collateral Agent has received any such request, Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4SECTION 16.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that unless if an event occurs or a circumstance exists that materially and until Agent has received imminently threatens the ability of the Lender Group to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; PROVIDED, THAT Agent shall first use commercially reasonable efforts to contact the Required Lenders regarding the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, interest and expenses fees required to be paid to the Administrative Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledgeLenders, unless Agent and Co-Collateral Agents shall have it has received written notice from a Lender or Administrative the Borrower referring to this Agreement, describing such Default or Event of Default, Default and stating that such notice is a “"notice of default.” Agent promptly will notify ". In the Lenders of its receipt event that the Administrative Agent, the Issuing Bank or any Lender shall acquire actual knowledge, or shall have been notified, of any such notice Default or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, the Administrative Agent, the Issuing Bank or such Lender shall promptly shall notify the other Lenders and Agents (provided failure to give such notice shall not result in any liability on the part of such Event of Default. Each Lender shall be solely responsible for giving any notices to its ParticipantsLender, if any. Subject to Section 15.4the Issuing Bank or Administrative Agent), and the Administrative Agent and the Issuing Bank shall take such action and assert such rights under this Agreement and the other Loan Documents as the Required Lenders shall request in writing, and neither the Administrative Agent nor the Issuing Bank shall be subject to any liability by reason of its acting pursuant to any such request. If the Required Lenders shall fail to request the Administrative Agent and the Issuing Bank to take action or to assert rights under this Agreement or any other Loan Documents in respect of any Default or Event of Default within ten (10) days after their receipt of the notice of any Default or Event of Default from the Administrative Agent, the Issuing Bank or any Lender, or shall request inconsistent action with respect to such Default or Event of Default as may be requested by Default, the Required Lenders in accordance with Section 9; providedAdministrative Agent and the Issuing Bank, howeveror either of them, that unless and until Agent has received any such requestmay, Agent may (but shall not be obligated required to) , take such actionaction and assert such rights (other than rights under Article 8 hereof) as it deems in their or its respective discretion to be advisable for the protection of the Lenders, except that, if the Required Lenders have instructed the Administrative Agent and the Issuing Bank not to take such action or refrain from taking assert such actionright, with respect in no event shall the Administrative Agent and the Issuing Bank act contrary to such Default or Event instructions unless time is of Default as it shall deem advisablethe essence.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Foothill Group Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Foothill Group Agent for the account of the Lenders andLenders, except with respect to Events of Default of which Foothill Group Agent has actual knowledge, unless Foothill Group Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Foothill Group Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Foothill Group Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Foothill Group Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.417.4, Foothill Group Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Foothill Group Agent has received any such request, Foothill Group Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” " Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Default or Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.416.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable; provided, that Agent shall first use commercially reasonable efforts to contact the Lead Lenders regarding the taking of such action.

Notice of Default or Event of Default. Neither Agent nor any Co-Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except, in the case of Agent, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent and Co-Collateral Agents shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agents Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 98.1; provided, however, that unless if an event occurs or a circumstance exists that materially and until imminently threatens the ability of Agent has received and the Lenders to realize upon any material part of the Collateral, such requestas, without limitation, fraudulent removal, concealment or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.