Common use of Defaults Clause in Contracts

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 8.2) take such action with respect to such Default as shall reasonably be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all 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 (other than the non-payment of principal of or interest on Loans) unless the Administrative Agent has received notice from a Bank Lender or the Company 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 Notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the BanksLenders (and shall give each Lender prompt notice of each such non-payment). The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 10.7 hereof) take such action with respect to such Notice of Default as shall be directed by the Majority BanksLenders and within its rights under the Loan Documents and at law or in equity, 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, permitted hereby with respect to such Notice of Default as it shall deem advisable in the best interest interests of the Banks except to Lenders and within its rights under the extent that this Agreement expressly requires that such action be takenLoan Documents, at law or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banksin equity.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than a Default under Section 8.1.1) unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company any Obligor specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 13.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 8.2) take such action with respect to such Default as shall reasonably be directed by the Majority BanksRequired Lenders, 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company specifying U.S. Borrower, referring to this Agreement, describing such Default and stating that such notice is a “Notice of Default”. In the event that If the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereof) take such action with respect to such Default as shall be reasonably directed by the Majority BanksRequired Lenders (or all or such other portion of the Lenders as required by Section 9.02); provided, provided thathowever, unless and that 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 as it shall deem advisable in the best interest of the Banks except Lenders. Notwithstanding anything in the contrary contained herein, the order and manner in which the Lenders’ rights and remedies are to be exercised (including, without limitation, the extent that this Agreement expressly requires that enforcement by any Lender of its note) shall be determined by the Required Lenders (or all or such action be taken, or not be taken, only with the consent or upon the authorization other portion of the Majority Banks or all of the BanksLenders as required by Section 9.02) in their sole discretion.

Defaults. The Administrative No Agent or Issuer shall not be deemed to have knowledge or notice of the occurrence of a Default or Borrowing Base Deficiency unless the Administrative Agent it has received a written notice from a Bank Secured Party or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 Borrowing Base Deficiency as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all 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 Lender or the Company Borrower specifying such 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 BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 9.7 hereof) take such action with respect to such Default or Event of Default as shall be directed by the Majority Banksall Lenders, 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 Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrowers specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders or, if provided herein, the Majority Lenders of a particular Class, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders of a particular Class or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the an Administrative Agent has received a written notice from a Bank Lender or the Company specifying such Default and stating that such notice is a “Notice of Default”. In the event that the an Administrative Agent receives such a notice of the occurrence of a Default, the such Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent Agents shall (subject to Sections 10.01 Section 10.1 and 10.07 hereofthe Collateral Sharing Agreement) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided thatthat subject to the Collateral Sharing Agreement, unless and until the Administrative Agent Agents shall have received such directions, the Administrative Agent Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders (or in the case of the Collateral Agent, notice to the Administrative Agent). The Administrative Each Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default unless the Administrative Agent has received notice from a Bank or the Company 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 an Event of Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 9.06) take such action hereunder with respect to such Default or Event of Default as shall be directed by the Majority Required Banks; provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law; provided further 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 except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all interests of the Banks.

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 Lender Party or the Company 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 BanksLender Parties. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 7.02) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Majority BanksRequired Lenders or, to the extent any action requires the consent of all Lenders as specifically provided in Section 8.01, then as directed by all Lenders; 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 except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLender Parties.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSECTION 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; PROVIDED, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority Banks, Lenders or all of the Lenders 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless (with respect to the Administrative Agent Agent, other than a failure to make a payment of principal of or interest on the Loans) unless it has received written notice from a Bank Lender or the Company an Obligor specifying such Default and stating that such notice is a “"Notice of Default”. In the event that the Administrative ." If either Agent receives such a notice of the occurrence of a Defaultnotice, the Administrative Agent then it shall give prompt notice thereof to the BanksLenders and the other Agent. The Administrative Each Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.7) take such action with respect to any such Default as shall be directed by the Majority Banks, Lenders; provided that, that unless and until the Administrative an Agent shall have received such directions, the Administrative Agent it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement the Loan Documents expressly requires require that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent it has received written notice from a Bank Lender or the Company an Obligor specifying such Default and stating that such notice is a “Notice of Default”. In the event that the Administrative .” If any Agent receives such a notice of the occurrence of a Defaultnotice, the Administrative Agent then it shall give prompt notice thereof to the BanksLenders, the Borrower (if such notice is received from a Lender) and the other Agents. Any determination of the existence of a Default or Event of Default shall be made solely by the Majority Lenders. The Administrative Agent and the Collateral Agents shall (subject to Sections 10.01 and 10.07 hereofSection 10.7) take such action with respect to any such Default as shall be directed by the Majority BanksLenders and the Administrative Agent, respectively; provided that, that unless and until the Administrative any Agent shall have received such directions, the Administrative Agent it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default (i) in the case of the Administrative Agent, as it shall deem advisable in the best interest of the Banks Lender Parties except to the extent that this Agreement the Loan Documents expressly requires require that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders and (ii) in the case of the Collateral Agents, as directed by the Administrative Agent in writing.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than a failure to make a payment of principal of or interest on the Loans) unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to any such Default as shall be directed by the Majority BanksLenders, provided thatprovided, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority Banks, Lenders 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice -------- of the occurrence of a Default (other than the nonpayment of principal of or interest on the Loan) unless the Administrative Agent has received notice from a Bank or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall give each Bank prompt notice of each nonpayment of principal of or interest on the Loan whether or not it has received any notice of the occurrence of such nonpayment. Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofArticle XII) take such action hereunder with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all interests of the Banks.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative such Agent has received a written notice from a Bank Lender or the Company either Borrower specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative either Agent receives such a notice of the occurrence of a Default, the Administrative such Agent shall give prompt notice thereof to the BanksLenders. The Administrative Each Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, that unless and until the Administrative such Agent shall have received such directions, the Administrative such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders, as applicable.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative such Agent has received a written notice from a Bank Lender or the Company Xxxx-Xxxxx specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative an Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than payment Defaults) unless the Administrative Agent has received notice from a Bank or the Company specifying such 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 becomes aware of a payment Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority Required Banks, provided that, unless and until the Administrative Agent shall have has 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Required Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority Banks, Lenders; 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 SECTION 10.7 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a any Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company specifying Borrower, referring to this Agreement, describing such Default and stating that such notice is a “"Notice of Default”". In the event that If the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereof) take such action with respect to such Default as shall be reasonably directed by the Majority BanksRequired Lenders; provided, provided thathowever, unless and that 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 as it shall deem advisable in the best interest of the Banks except Lenders. Notwithstanding anything in the contrary contained herein, the order and manner in which the Lenders’ rights and remedies are to be exercised (including, without limitation, the extent that this Agreement expressly requires that such action enforcement by any Lender of its Note) shall be taken, or not be taken, only with determined by the consent or upon the authorization of the Majority Banks or all of the BanksRequired Lenders in their sole discretion.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 10.7 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent it has received a written notice from a Bank Secured Party or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than a Default under Section 8.1.1) unless the Administrative Agent has received a written notice from a Bank Lender or the Company Parent Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent it has received written notice from a Bank or the Company an Obligor specifying such Default and stating that such notice is a “Notice of Default”. In the event that the Administrative .” If either Agent receives such a notice of the occurrence of a Defaultnotice, the Administrative Agent then it shall give prompt notice thereof to the BanksBanks and the Borrowers (if such notice is received from a Bank). The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 12.7) take such action with respect to any such Default as shall be directed by the Majority Banks, ; provided that, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement the Credit Documents expressly requires require that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Neither the Administrative Agent nor the Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent or the Collateral Agent, as applicable, has received written notice from a Bank Lender or the Company Borrower specifying such Default and stating that such notice is a “Notice of Default”. In the event that the Administrative Agent or the Collateral Agent receives such a notice of the occurrence of a Default, the Administrative Agent or the Collateral Agent, as applicable, shall give prompt notice thereof to the BanksLenders. The Administrative Agent and the Collateral Agent shall (subject to Sections 10.01 and 10.07 hereofSection 8.2) take such action with respect to such Default as shall reasonably be directed by the Majority BanksLenders, provided that, unless and until the Administrative Agent or the Collateral Agent shall have received such directions, the Administrative Agent and the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Loan Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrowers specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all 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 Lender or the Company Borrower specifying such 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 BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 9.7 hereof) take such action with respect to such Default or Event of Default as shall be directed by the Majority Banksall Lenders, 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 Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, provided 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all 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 Lender Party or the Company 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 BanksLender Parties. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 7.02) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Majority BanksRequired Lenders or, to the extent any action requires the consent of all Lenders as specifically provided in Section 8.01, then as directed by all Lenders; 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 except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLender Parties.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of an Unmatured Default or a Default (other than the nonpayment of principal of or interest on the Loans) unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such Unmatured Default or 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 an Unmatured Default or a Default, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSECTION 8.2) take such action hereunder with respect to such Unmatured Default or Default as shall be directed by the Majority BanksRequired Lenders, 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 Unmatured Default or Default as it shall deem advisable in the best interest interests of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative such Agent has received notice from a Bank or Lender, the Company or Motorola specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice -------- of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower or any Subsidiary Guarantor specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the Banks.Lenders. Credit Agreement

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent Agents shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has Agents have received a written notice from a Bank Lender or the Company a Borrower specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative Agent receives Agents receive such a notice of the occurrence of a Default, the Administrative Agent Agents shall give prompt notice thereof to the BanksLenders. The Administrative Agent Agents shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, that unless and until the Administrative Agent Agents shall have received such directions, the Administrative Agent Agents may (but shall not be -117- 125 obligated to) take such action, or refrain from taking such action, with respect to such Default as it they shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 10.07 and 10.07 11.04 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has sent to the Borrowers or received notice from a Bank Lender or the Company a Borrower a written notice specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSECTION 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; PROVIDED, provided that, 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 as it shall deem advisable in the best interest of the Banks Lender Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank any Lender or the Company either Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSECTION 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, provided that, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent Agents shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Royalty Sub specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Subject to the provisions of the Intercreditor Agreement, the Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative No Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative an Agent receives such a notice of the occurrence of a Default, the Administrative such Agent shall give prompt notice thereof to the Banksother Agent and the Lenders. The Administrative Agent shall (subject to Sections 10.01 11.1 and 10.07 11.7 hereof) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders, provided PROVIDED that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) to take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks other Agent and the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent it has received written notice from a Bank Lender or the Company a Guarantor specifying such Default and stating that such notice is a “Notice of Default”. In the event that .” If the Administrative Agent receives such a notice of the occurrence of a Defaultnotice, the Administrative Agent then it shall give prompt notice thereof to the BanksLenders and the Guarantors (if such notice is received from a Lender). The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 8.7) take such action with respect to any such Default as shall be directed by the Majority Banks, Lenders; provided that, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement the Credit Documents expressly requires require that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 10.07 and 10.07 11.04 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than payment Defaults) unless the Administrative Agent has received notice from a Bank or the Company specifying such 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 becomes aware of a payment Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority Required Banks, provided that, unless and until the Administrative Agent shall have has 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Required Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company specifying such 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, the Administrative Credit Agreement 70 - 66 - Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent it has received written notice from a Bank or the Company an Obligor specifying such Default and stating that such notice is a “Notice of Default”. In the event that .” If the Administrative Agent receives such a notice of the occurrence of a Defaultnotice, the Administrative Agent then it shall give prompt notice thereof to the BanksBanks and the Borrower (if such notice is received from a Bank). The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.7) take such action with respect to any such Default as shall be directed by the Majority Banks, ; provided that, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement the Credit Documents expressly requires require that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower or any Subsidiary Guarantor specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent Credit Agreement 76 - 71 - may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative No Agent or Issuer shall not be deemed to have knowledge or notice of the occurrence of a Default or Borrowing Base Deficiency unless the Administrative Agent it has received a written notice from a Bank Secured Party or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 Borrowing Base Deficiency as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSECTION 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; PROVIDED, provided that, 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative such Agent has received a written notice from a Bank Lender or the Company Holdings or any Borrower specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative either Agent receives such a notice of the occurrence of a Default, the Administrative such Agent shall give prompt notice thereof to the BanksLenders. The Administrative Each Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, that unless and until the Administrative such Agent shall have received such directions, the Administrative such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders, as applicable.

Defaults. The Administrative Agent shall not be deemed to have -------- knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 10.07 and 10.07 11.04 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders, the Majority Tranche Lenders with respect to a particular Tranche, the Majority Tranche B Lenders, the Requisite Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Xxxx-Xxxxx specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Xxxx-Xxxxx specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 10.1 hereof) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall Credit Agreement not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest interests of the Banks except Lenders. The Administrative Agent shall deliver to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with Lenders a copy of any written declaration made pursuant to the consent or upon the authorization last paragraph of the Majority Banks or all of the BanksSection 10.01 hereof.

Defaults. The Administrative Agent shall not be -------- deemed to have knowledge or notice of the occurrence of a Default or Event of Default (other than an Event of Default under Section 6.01(a)) unless the Administrative Agent has received written notice from a Bank Lender Party or the Company Borrower specifying such Default or Event of Default and stating that such notice is a “Notice of Default”"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 BanksLender Parties. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 7.02) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Majority Banks, Required Lenders; 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 100 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 this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLender Parties.

Defaults. The Administrative No Agent or Issuer shall not be deemed to have knowledge or notice of the occurrence of a Default or Borrowing Base Deficiency unless the Administrative Agent it has received a written notice from a Bank Secured Party or the Company Borrowers specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Lenders; 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 Borrowing Base Deficiency as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all 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 (other than the non-payment of principal of or interest on Loans or of Commitment Fees) unless the Administrative Agent has received notice from a Bank Lender or the Company 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 BanksLenders (and shall give each Lender prompt notice of each such non-payment). The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 12.7 hereof) take such action with respect to such Default or Event of Default as shall be directed by the Majority BanksLenders (unless the directions of or consent of all of the Lenders is required hereunder), 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 except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower or any Subsidiary Guarantor specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Parent specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, provided 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed -------- to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed not to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Company Borrower specifying such Potential 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 Notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereof) take such action with respect to such Potential Default or Event of Default which is continuing as shall be directed by the Majority 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 Potential Default or Event of Default as it shall deem advisable in the best interest of the Banks except Banks; and provided further that the Administrative Agent shall not be required to the extent that this Agreement expressly requires that take any such action which it determines to be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Bankscontrary to Law.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Parent specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 11.07 hereof) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Neither Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative such Agent has received a written notice from a Bank Lender or the Company Holdings or any Borrower specifying such Default and stating that such notice is a “"Notice of Default”". In the event that the Administrative either Agent receives such a notice of the occurrence of a Default, the Administrative such Agent shall give prompt notice thereof to the BanksLenders. The Administrative Each Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority Banks, provided that, Required Lenders; PROVIDED that unless and until the Administrative such Agent shall have received such directions, the Administrative such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders, as applicable.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to -------- have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed not to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender, the Parent or the Company a Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; 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 as it shall deem advisable in the best interest of the Banks Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrowers specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders or, if provided herein, the Majority Lenders of a particular Class, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders of a particular Class or all 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 Lender or the Company Borrowers specifying such 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 BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 9.7 hereof) take such action with respect to such Default or Event of Default as shall be directed by the Majority BanksLender, 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 Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than a failure to make a payment of principal of or interest on the Loan) unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 Section 8.7 hereof) take such action with respect to any such Default as shall be directed by the Majority Banks, Requisite Lenders; 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Requisite Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than payment Defaults) unless the Administrative Agent has received notice from a Bank or the Company specifying such 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 becomes aware of a payment Default, the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and Section 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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 as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Required Banks.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Holdings or any Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.1) take such action with respect to such Default as shall be directed by the Majority Banks, Required Lenders; provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders, as applicable.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender, the Borrower or the Company a third party specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 11.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 10.1) take such action with respect to such Default as shall be directed by the Majority BanksRequired Lenders; provided, provided that, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Required Lenders or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank Lender or the Company Borrower specifying such 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, the Administrative Agent shall give prompt notice thereof to the BanksLenders. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereofSection 13.07) take such action with respect to such Default as shall be directed by the Majority BanksLenders, 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 as it shall deem advisable in the best interest of the Banks Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks Lenders, or all of the BanksLenders.

Defaults. The Administrative Agent shall not be deemed to have -------- knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Bank or the Company specifying such 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, Default the Administrative Agent shall give prompt notice thereof to the Banks. The Administrative Agent shall (subject to Sections 10.01 and 10.07 hereof) take such action with respect to such Default as shall be directed by the Majority 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, action or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Banks except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Majority Banks or all of the Banks.