Common use of Defaults Clause in Contracts

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default (other than the non-payment of principal of or interest on Loans) unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. .” In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksBanks (and shall give each Bank prompt notice of each such nonpayment). The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, action or refrain from taking such action, action with respect to such Default or Event of Default default as it shall deem advisable in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default Default, other than a payment default, unless the Agent has received written notice from a Bank or the Borrower or any Guarantor specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. .” In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.08 hereof) take such action with respect to such Default or Event of Default which is continuing as shall reasonably be directed by the Required Banks, ; provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks; and provided further that, the Agent shall not be required to take any such action which it determines to be contrary to Law.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.02 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default Default, other than a payment default, unless the Agent has received written notice from a Bank or the Borrower or any Guarantor specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.08 hereof) take such action with respect to such Default or Event of Default which is continuing as shall reasonably be directed by the Required Banks, ; provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks; and provided further that, the Agent shall not be required to take any such action which it determines to be contrary to Law.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received written notice from a Bank Bank, Parent or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Section 7.05 13.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, ; 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 Default or Event of Default as it shall deem advisable in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Agent a Responsible Officer has received written notice from a Bank or Lender, the Borrower or a Guarantor specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. In the event that the ." If an Agent receives such a notice of the occurrence of a Default or Event of Defaultnotice, the Agent then it shall give prompt notice thereof to the BanksLenders and the Borrower (if such notice is received from a Lender). The Such Agent shall (subject to Section 7.05 hereof10.01) take such action with respect to any such Default or Event of Default as shall reasonably be directed in writing by the Required Banks, Lenders; provided that, that unless and until the such Agent shall have received such directions, the Agent it 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 in the best interest of the BanksLenders.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Agent a Responsible Officer has received written notice from a Bank or Lender, the Borrower or a Guarantor specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the .” If an Agent receives such a notice of the occurrence of a Default or Event of Defaultnotice, the Agent then it shall give prompt notice thereof to the BanksLenders and the Borrower (if such notice is received from a Lender). The Such Agent shall (subject to Section 7.05 hereof10.01) take such action with respect to any such Default or Event of Default as shall reasonably be directed in writing by the Required Banks, Lenders; provided that, that unless and until the such Agent shall have received such directions, the Agent it 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 9.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default or Event of Default unless the Agent has received written a notice from a Bank Party or the Borrower specifying Borrower, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the If Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksBank Parties. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required Banks; provided, provided thathowever, unless and that until the Agent shall have received such directions, the 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 in the best interest of the BanksBank Parties.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided thatPROVIDED THAT, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default or Event of Default unless the Agent has received written a notice from a Bank Lender or the Borrower specifying Borrower, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the If Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required BanksLenders; provided, provided thathowever, unless and that until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.02 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders. 10.04.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower or the Parent specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Majority Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default Default, other than a payment default, unless the Agent has received written notice from a Bank or the Borrower or any Guarantor specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof12.08) take such action with respect to such Default or Event of Default which is continuing as shall reasonably be directed by the Required Banks, ; provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks; and provided further that the Agent shall not be required to take any such action which it determines to be contrary to Law.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 SECTION 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided thatPROVIDED THAT, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower Borrowers specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default or Event of Default unless the Agent has received written a notice from a Bank Lender or the Borrower specifying Borrower, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the If Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required BanksMajority Lenders; provided, provided thathowever, unless and that until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereof9.06) take such action hereunder with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest interests of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Majority Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default (other than the non-payment of principal of or interest on Notes) unless the such Agent has received written notice from a Bank Financier or the Borrower Owner specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the such Agent receives such a notice of the occurrence of a Default or an Event of Default, the such Agent shall give prompt notice thereof to the BanksFinanciers (and shall give each Financier prompt notice of each such non-payment). The Each Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksControlling Creditor, provided that, unless and until the such Agent shall have received such directions, the 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 in the best interest of the BanksFinanciers except to the extent that the Mortgage expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Controlling Creditor or all of the Financiers.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower a Company specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 SECTION 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower a Credit Party specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower a Credit Party specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 SECTION 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided PROVIDED that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders. 12.4.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 SECTION 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided PROVIDED that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or -------- notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 9.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksMajority Lenders, provided -------- that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 11.02 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksMajority Lenders, provided thatPROVIDED THAT, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower a Credit Party specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks, except to the extent that other provisions of this Agreement expressly require that any such action be taken only with the consent, direction or authorization of the Banks or the Required Banks, as applicable.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower Borrowers specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks. ARTICLE 8.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof7.2) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Majority Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 SECTION 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksMajority Lenders, provided PROVIDED that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Section 7.05 hereof13.08) take such action with respect to such Default or Event of Default which is continuing as shall reasonably be directed by the Required Banks, ; 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 Default or Event of Default as it shall deem advisable in the best interest of the Banks; and provided further that the Administrative Agent shall not be required to take any such action which it determines to be contrary to Law.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have -------- ---- received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks. ARTICLE 8.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 9.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest interests of the BanksLenders.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the such Agent has received written notice from a Bank Lender or the Borrower specifying referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the an Agent receives such a notice of the occurrence of a Default or an Event of Default, the Default such Agent shall give prompt notice thereof to the Banksother Agents and the Xxxxxxx. The Each Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required Banks, Lenders; provided that, unless and until the such Agent shall have received such directions, the 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 in the best interest interests of the BanksAffected Lenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default (other than the nonpayment of principal of or interest on the Notes) unless the Agent has received written notice from a Bank Borrowers or the Borrower any other Lender specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, the Agent shall give prompt a notice thereof to the BanksLenders (and shall give each Lender prompt notice of each such nonpayment). The Agent shall (subject to Section 7.05 hereofthe provisions of ss.25 and ss.12.7) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksRequired Lenders.

Defaults. The Agent shall not be deemed to have knowledge or -------- notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 9.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksMajority Lenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the a Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, Lenders; provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 section 10.03 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest interests of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or -------- notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event ------------ of Default as shall reasonably be directed by the Required Majority Banks, ; provided that, -------- ---- unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof8.02) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Majority Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 11.02 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, that unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 7.02 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided thatLenders. However, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default (other than the non-payment of principal of or interest on the Loans or non-payment of the facility fee) unless the Agent has received written notice from a Bank or the a Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall give each Bank prompt notice of each non-payment of principal of or interest on the Loans or of the facility fee, whether or not it has received any notice of the occurrence of such non-payment. The Agent shall (subject to Section 7.05 hereof9.05) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest interests of the Banks.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the such Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Section 7.05 14.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, ; 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 Default or Event of Default as it shall deem advisable in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying Partnership referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, Default the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required BanksLeaders; provided, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest interests of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the a Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than the non-payment of principal of or Event interest on the Loans or of Default commitment fees) unless the Agent has received written notice from a Bank or the Borrower Parent specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksBanks (and shall give each Bank prompt notice of each such non-payment). The Agent shall (subject to Section 7.05 SECTION 12.1 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, that unless and until the Agent shall have received such directions, the 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 seem advisable and in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the a Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower a Company specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”. ." In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 11.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower a Credit Party specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided thatPROVIDED THAT, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 12.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Majority Banks, provided that, unless and until the Agent shall have received such directions, the 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 in the best est interest of the Banks.

Defaults. The No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Section 7.05 14.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, ; 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 Default or Event of Default as it shall deem advisable in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default or Event of Default unless the Agent has received written a notice from a Bank or the Borrower specifying Borrower, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the If Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Banks. The Agent shall (subject to Section 7.05 hereof) take such action with respect to such Default or Event of Default as shall be reasonably be directed by the Required Majority Banks; provided, provided thathowever, unless and that until the Agent shall have received such directions, the 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 in the best interest of the Banks.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 8.1 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, provided thatLenders. Notwithstanding the foregoing, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereof11.2) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksLenders, provided that, unless and until the Agent shall have received such directions, the 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 in the best interest of the BanksLenders.

Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Agent has received written notice from a Bank Lender or the Borrower specifying the occurrence of such Default or Event of Default and stating that such notice is a “Notice of Default”. .” In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the BanksLenders. The Agent shall (subject to Section 7.05 hereofSections 8.1, 8.5, and 8.7) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required BanksMajority Lenders; provided, provided however, that, unless and until the Agent shall have received such directions, the 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 in its sole and absolute discretion deem advisable in the best interest of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received written notice from a Bank or the Borrower specifying such Default or Event of Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative Agent receives such a notice of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Section 7.05 14.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Banks, ; 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 Default or Event of Default as it shall deem advisable in the best interest of the Banks.