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

Notice of Default or Event of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.416.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders Lender Group to realize upon any material part of the Collateral, such as, without limitation, fraudulent removal, concealment concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 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 17.411.02(d), Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 the existence of Overadvances as to which the Agent has actual knowledge and to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.416.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. Administrative Neither Agent nor Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent or Collateral Agent for the account of the Lenders, and except with respect to Defaults or Events of Default of which Administrative Agent or Collateral Agent has actual knowledge, unless Administrative Agent or Collateral Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Collateral Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Collateral 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 Administrative Collateral 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 17.416.4, Administrative Agent and/or Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon and/or Collateral Agent has received any material part of the Collateralsuch request, such as, 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 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. Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or Events of Default of which Administrative Agent has actual knowledge, unless Administrative such Agent shall have received written notice from a Lender or 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 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 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 17.415.4, (a) Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of until Administrative Agent and the Lenders to realize upon has received any material part of the Collateral, such as, 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 theretorequest, 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. Administrative 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 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 the LendersLenders and, 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 Administrative Agent Agents 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.416.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to ------------------------------------- have knowledge or notice of the occurrence of any Default or Event of Default, 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 Agent or Lenders, except in the Lenderscase of the Agent with respect to actual knowledge of the existence of an Overadvance, and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.416.4, Administrative Agent shall take such action with respect to such ------------ Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has --------- received any material part of the Collateralsuch request, such as, 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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, except in the case of Agent with respect to actual knowledge of the existence of an Overadvance and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.4SECTION 16.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. Administrative Neither Agent nor Term Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent or Term Agent for the account of the Lendersapplicable Lenders and, and except with respect to Defaults or Events of Default of which Administrative Agent or Term Agent has actual knowledge, unless Administrative Agent or Term Agent, as applicable, shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Agent and Term 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 or Term Agent, as applicable, has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders Lenders, Agent and Administrative Term 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 17.416.4, Administrative 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 Majority Required Lenders in accordance with Section SectionArticle 9; provided, however, that if an event occurs unless and until Agent or a circumstance exists that materially and imminently threatens the ability of Administrative Term Agent, as applicable, has received any such request, Agent and the Lenders to realize upon any material part of the Collateralor Term Agent, such asas applicable, without limitation, fraudulent removal, concealment or abscondment thereof, destruction may (other than to the extent covered by insurancebut shall not be obligated to) 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default or the existence of any Overadvance of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 Defaults or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default Defaults or Event of Default, such Lender promptly shall notify the other Lenders and 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 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 17.411.02(d), Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.415.4, Administrative the Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that that, after the occurrence of a Default or an Event of Default, if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders Lender Group to realize upon any material part of the Collateral, Collateral (such as, without limitation, as fraudulent removal, concealment concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto), Administrative Agent may 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. Administrative Foothill Group Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Foothill Group Agent for the account of the Lenders, and except with respect to Defaults or Events of Default of which Administrative Foothill Group Agent has actual knowledge, unless Administrative Foothill Group Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” Administrative " Foothill Group Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Foothill Group 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 Administrative Foothill Group 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 17.4, Administrative Foothill Group Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Foothill Group Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.4SECTION 16.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders Lender Group to realize upon any material part of the Collateral, such as, without limitation, fraudulent removal, concealment concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except except, in the case of Administrative 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 the LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative such Agent has actual knowledge, unless Administrative such 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.” Administrative Each Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative such 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 Administrative Agent Agents 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 17.416.4, Administrative Agent shall take (and shall direct Collateral Agent to take) such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of until Administrative Agent and the Lenders to realize upon has received any material part of the Collateral, such as, 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 theretorequest, Administrative Agent may (but shall not be obligated to) take (or direct Collateral Agent 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 Agent or Lenders, except in the Lenderscase of the Agent with respect to actual knowledge of the existence of an Overadvance, and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.4SECTION 16.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section SECTION 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. In the event that the Administrative Agent Agent, the Issuing Bank or any Lender shall not 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 with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative Agent for and the account of the Lenders, and except with respect to Defaults Issuing Bank or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent such Lender shall have received written notice from a Lender or 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 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 part of such Lender or the Administrative Agent and the Issuing Bank), 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 the Administrative Agent and the Issuing Bank shall not be subject to any liability by reason of its receipt of acting pursuant to any such notice 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 which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge the notice of any Default or Event of DefaultDefault from the Administrative Agent, such Lender promptly the Issuing Bank or any Lender, or shall notify the other Lenders and 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 17.4, Administrative 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 Majority Lenders in accordance with Section 9protection of the Lenders; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Required Lenders have instructed the Administrative Agent and the Lenders Issuing Bank not to realize upon any material part of take such action or assert such right, in no event shall the Collateral, such as, 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 take such action, or refrain from taking such action, with respect 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. In the event that the ------------------------------------- Administrative Agent or any Lender shall not 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, except with respect to defaults in the payment of principal, interest, feesAdministrative Agent or such Lender shall promptly notify the Lenders and the Administrative Agent, and expenses required to be paid to Administrative Agent for the account of the Lenders, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or Borrower referring to take such action and assert such rights under this Agreement, describing such Default or Event of DefaultAgreement as the Majority Lenders shall request in writing, and stating that such notice is a “notice of default.” the Administrative Agent promptly will notify the Lenders shall not be subject to any liability by reason of its receipt of acting pursuant to any such notice request in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in carrying out such request. If the Majority Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement in respect of any Default or Event of Default within ten (10) days after their receipt of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge the notice of any Default or Event of DefaultDefault from the Administrative Agent, such Lender promptly or shall notify the other Lenders and 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 17.4, Administrative Agent shall take such request inconsistent action with respect to such Default or Event of Default Default, the Administrative Agent 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 protection of the Lenders, except that, if the Majority Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens have instructed the ability of Administrative Agent and not to take such action or assert such right, in no event shall the Administrative Agent act contrary to such instructions, and, further, in no event shall the Administrative Agent take any action or assert any rights which by the express terms hereof requires the consent or direction of all of the Lenders to realize upon any material part without first obtaining the consent or direction of the Collateral, all such as, 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 take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisableLenders.

Notice of Default or Event of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.416.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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. 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. Administrative Agent Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 Administrative Facility Agent for the account of the LendersLender Group, except with respect to actual knowledge of the existence of an Overadvance, and except with respect to Defaults or and Events of Default of which Administrative Facility Agent has actual knowledge, unless Administrative Facility Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “"notice of default.” Administrative " Facility Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative Facility Agent has has, or is deemed to have, actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, such Lender promptly shall notify the other Lenders and Administrative Facility 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 17.4, Administrative Facility Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Lenders in accordance with Section 9Required Lenders; provided, however, that if an event occurs or that: 103 Foothill/Agent Greyhound F6384-0813 110 (a) At all times, Facility Agent may propose and, with the consent of Required Lenders (which shall be deemed to have been given by a circumstance exists that materially and imminently threatens Lender unless such Lender has notified Facility Agent to the ability contrary in writing within three days of Administrative Agent and the Lenders to realize upon notification of such proposed actions by Facility Agent) exercise, any material part remedies on behalf of the Collateral, such as, 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 take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.Lender Group; and

Notice of Default or Event of Default. Administrative Agent Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or the existence of Overadvances as to which the Administrative Agent has actual knowledge and to Events of Default of which Administrative any Agent has actual knowledge, unless Administrative such Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Administrative Such Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative such 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 Administrative Agent Agents 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 17.416.4, Administrative Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Collateral Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default or the existence of any Overadvance of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 Defaults or Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default Defaults or Event of Default, such Lender promptly shall notify the other Lenders and 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the CollateralExigent Circumstances exist, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” Administrative " Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Defaults and Event of Default of which Administrative Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Defaults and Event of Default, such Lender promptly shall notify the other Lenders and Administrative Agent of such Default or Defaults and Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 17.4SECTION 16.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section SECTION 9; providedPROVIDED, howeverHOWEVER, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative the Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 JRCC or any of its Subsidiaries 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, 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. Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Administrative any Agent for the account of the LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative such Agent has actual knowledge, unless Administrative such 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.” Administrative ”. Each Agent promptly will notify the Lenders of its receipt of any such notice or of any Default or Event of Default of which Administrative such 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 Administrative Agent Agents 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 17.415.4, Administrative the applicable Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that that, after the occurrence of a Default or an Event of Default, if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders Lender Group to realize upon any material part of the Collateral, Collateral (such as, without limitation, as fraudulent removal, concealment 107 concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof, or failure of Borrower Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto), Administrative such Agent may 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 or Events of Default of which Administrative Agent has actual knowledge, unless Administrative Agent shall have received written notice from a Lender or 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 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 17.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Lenders in accordance with Section Article 9; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 LendersLenders and, and except with respect to Defaults or Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” 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 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 17.415.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 98.1; provided, however, that if an event occurs or a circumstance exists that materially and imminently threatens the ability of Administrative Agent and the Lenders to realize upon any material part of the Collateral, such as, 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 Borrowers after reasonable demand to maintain or reinstate adequate casualty insurance coverage with respect thereto, Administrative Agent may 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. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, 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 the existence of Overadvances as to which the Agent has actual knowledge and to Defaults or and Events of Default of which Administrative Agent has actual knowledge, unless Administrative 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.” Administrative " Agent 101 103 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 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 17.416.4, Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Required Lenders in accordance with Section 9; provided, however, that if an event occurs or a circumstance exists that materially unless and imminently threatens the ability of Administrative until Agent and the Lenders to realize upon has received any material part of the Collateralsuch request, such as, 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.