Common use of Defaults; Material Adverse Effect Clause in Contracts

Defaults; Material Adverse Effect. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Event of Default, Event of Default or Material Adverse Effect, unless such Person has received a notice from a Bank or Borrower, referring to this Agreement, describing such Potential Event of Default, Event of Default or Material Adverse Effect and indicating that such notice is a notice of the occurrence of such Potential Event of Default, Event of Default or Material Adverse Effect (as the case may be). If Administrative Agent receives such a notice of the occurrence of a Potential Event of Default, Event of Default or Material Adverse Effect, Administrative Agent shall give notice thereof to the Banks. Administrative Agent shall take such action with respect to such Potential Event of Default, Event of Default or Material Adverse Effect as is provided in Article 3, Article 7 or the terms of the Credit Documents, or if not provided for in Article 3, Article 7 or such Credit Documents, as Administrative Agent shall be reasonably directed by the Majority Banks; provided, however, that unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Default, Event of Default or Material Adverse Effect as it shall deem advisable in the best interest of the Banks.

Defaults; Material Adverse Effect. Administrative Agent None of the Agents shall not be deemed to have knowledge or notice of the occurrence of any Potential Event of Default, Event of Default or Material Adverse Effect, unless a Responsible Officer of such Person has received a written notice from a Bank Lender or Borrowerany Loan Party, referring to this Agreement, describing such Potential Event of Default, Event of Default or Material Adverse Effect and indicating that such notice is a notice of the occurrence of such Potential Event of Default, Event of Default default or Material Adverse Effect (as the case may be). If Administrative Agent receives such a notice of the occurrence of a Potential Event of Default, Event of Default or Material Adverse Effect, Administrative Agent shall give notice thereof to the BanksLenders and each other Agent. Administrative Each Agent shall take such action with respect to such Potential Event of Default, Event of Default or Material Adverse Effect as is provided in Article 3, Article 7 or the terms of the Credit Documents, or if not provided for in Article 3, Article 7 or such Credit Documents, as Administrative such Agent shall be reasonably directed by the Majority BanksRequired Lenders; provided, however, provided that unless and until Administrative such Agent shall have received such directions, Administrative such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Default, Event of Default or Material Adverse Effect as it shall deem advisable in the best interest of the BanksLenders.

Defaults; Material Adverse Effect. None of the Arranger or the Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Event of Inchoate Default, Event of Default or Material Adverse Effect, unless such Person has received a written notice from a Bank Lender, Secured Party or Borrowerany Borrower Party, referring to this Agreement, describing such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect and indicating that such notice is a notice of the occurrence of such Potential Event of Default, Event of Default default or Material Adverse Effect (as the case may be). If Administrative Agent receives such a notice of the occurrence of a Potential Event of an Inchoate Default, Event of Default or Material Adverse Effect, Administrative Agent shall give written notice thereof to the BanksLenders. The Administrative Agent shall take such action with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as is provided in Article 3, Article 7 or the terms of the Credit Documents, or if not provided for in Article 3, Article 7 or such Credit Documents, as the Administrative Agent shall be reasonably directed by the Majority BanksRequired Lenders; provided, however, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as it shall deem advisable in the best interest of the BanksLenders.

Defaults; Material Adverse Effect. None of Lead Arranger, Collateral Agent and Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Event of Inchoate Default, Event of Default or Material Adverse Effect, unless such Person has received a notice from a Bank Lender or Borrower, referring to this Agreement, describing such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect and indicating that such notice is a notice of the occurrence of such Potential Event of Default, Event of Default default or Material Adverse Effect (as the case may be). If Administrative Agent receives such a notice of the occurrence of a Potential Event of an Inchoate Default, Event of Default or Material Adverse Effect, Administrative Agent shall give notice thereof to the BanksLenders. Each of Collateral Agent and Administrative Agent shall take such action with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as is provided in Article 3, Article 7 or the terms of the Credit Documents, or if not provided for in Article 3, Article 7 or such Credit Documents, as Administrative Agent or Collateral Agent shall be reasonably directed by the Majority BanksLenders; provided, however, that unless and until Administrative Agent or Collateral Agent shall have received such directions, each of Administrative Agent and Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as it shall deem advisable in the best interest of the BanksLenders.

Defaults; Material Adverse Effect. None of Lead Arranger, Collateral Agent, Issuing Bank and Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Event of Inchoate Default, Event of Default or Material Adverse Effect, unless such Person has received a notice from a Bank Lender or Borrower, referring to this Agreement, describing such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect and indicating that such notice is a notice of the occurrence of such Potential Event of Default, Event of Default default or Material Adverse Effect (as the case may be). If Administrative Agent receives such a notice of the occurrence of a Potential Event of an Inchoate Default, Event of Default or Material Adverse Effect, Administrative Agent shall give notice thereof to the BanksLenders. Each of Collateral Agent and Administrative Agent shall take such action with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as is provided in Article 3, Article 7 or the terms of the Credit Documents, or if not provided for in Article 3, Article 7 or such Credit Documents, as Administrative Agent or Collateral Agent shall be reasonably directed by the Majority BanksLenders; provided, however, that unless and until Administrative Agent or Collateral Agent shall have received such directions, each of Administrative Agent and Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Inchoate Default, Event of Default or Material Adverse Effect as it shall deem advisable in the best interest of the BanksLenders.