Common use of Action by Agents Clause in Contracts

Action by Agents. Each Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then an Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, 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 interests of the Lenders. In no event, however, shall an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own gross negligence or willful misconduct.

Action by Agents. Each If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to and in compliance with the notice provisions hereof, the Administrative Agent shall have promptly give each of the Lenders and L/C Issuer written notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, no duty Agent shall be required to take any discretionary action hereunder with respect to any Default or exercise any discretionary powersEvent of Default, except discretionary rights as otherwise expressly provided for herein. Upon the occurrence of an Event of Default, the Collateral Agent shall take such action to enforce its Lien on the Collateral and powers expressly contemplated hereby or by to preserve and protect the other Loan Documents that such Agent is required to exercise in writing Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interests of the Lenders as and L/C Issuer. In no event, however, shall an Agent be necessary under the circumstances as provided required to take any action in Section 10.1) violation of applicable law or of any provision of any Loan Document, and each Agent shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives any further assurances of its indemnification from the Required Lenders (or such that it may require, including prepayment of any related expenses and any other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders protection it requires against any and all costs, expense, and liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Each Agent shall be binding on all entitled to assume that no Default or Event of Default exists unless notified in writing to the Lenders. If contrary by a Default has occurred and is continuingLender, then an Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such actionL/C Issuer, or refrain from taking such action, with respect to such Default as it shall deem advisable in the interests of the LendersBorrower. In no event, however, shall an Agent be required to take any action all cases in which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuingdo not require each Agent to take specific action, no the Administrative Agent shall have be fully justified in using its discretion in failing to take or in taking any obligation to perform action thereunder. Any instructions of the Required Lenders, or of any act in respect thereofother group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be liable responsible for the negligence or misconduct of any action taken agent or not taken by attorney in fact that it with the consent or at the request of the Required Lenders (or selects as long as such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own selection was made without gross negligence or willful misconduct.

Action by Agents. Each The Administrative Agent shall not have no any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by that the other Loan Documents that such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.110.05), and (c) and in all cases each except as expressly set forth herein, the Administrative Agent shall be fully justified in failing or refusing not have any duty to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken disclose, and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then an Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such actionliable for the failure to disclose, any information relating to the Company or refrain from taking such action, with respect any of its Subsidiaries that is communicated to such Default or obtained by the bank serving as it shall deem advisable Administrative Agent or any of its Affiliates in the interests of the Lendersany capacity. In no event, however, shall an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein 10.05) or in connection herewith or therewith including its own ordinary negligence, except for the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Action by Agents. Each If the Administrative Agent receives from the Borrower a notice of an Event of Default pursuant to Section 10.3(f), the Administrative Agent shall have no duty promptly give each Lender notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any discretionary action hereunder with respect to any Event of Default or exercise any discretionary powersUnmatured Event of Default, except discretionary rights as expressly provided in Section 12.2, and powers expressly contemplated hereby or by the other Loan Documents that such Collateral Agent is shall not be required to exercise in writing take any action hereunder, except as directed by the Administrative Agent. Upon the occurrence of an Event of Default, the Administrative Agent shall direct the Collateral Agent take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, either Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interest of the Lenders as Lenders. In no event, however, shall either Agent be necessary under required to take any action in violation of applicable law or of any provision of any Loan Document, and the circumstances as provided in Section 10.1) and Agents shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions from first receives such advice or concurrence of the Required Lenders (or such other number or percentage as it deems appropriate and any further assurances of its indemnification from the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken that it may require, including prepayment of any related expenses and (b) be indemnified to its satisfaction by the Lenders any other protection it requires against any all costs, expense, and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Administrative Agent shall be binding on all entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Collateral Agent, a Lender or a Loan Party, and the Collateral Agent shall be entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Administrative Agent, a Lender or a Loan Party. No Agent shall be deemed to have knowledge or notice of the Lendersoccurrence of any Event of Default or Unmatured Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. If a Default has occurred and is continuing, then an Each Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as shall be reasonably directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3Required Lenders; provided thatprovided, that unless and until such Agent the Agents shall have received such directions, such each Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each Agent shall not be liable for any action taken or not taken by it with the consent or at the request Any instructions of the Required Lenders, or of any other group of Lenders (or such other number or percentage called for under the specific provisions of the Lenders as Loan Documents, shall be necessary binding upon all the Lenders and other holders of obligations under or supported by the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own gross negligence or willful misconductDocuments.

Action by Agents. Each Neither the Administrative Agent nor the Collateral Agent shall have no any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Credit Documents that such the Administrative Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.1herein) and in all cases each the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Credit Documents unless it shall (a) receive written instructions from the Required Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.1herein) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then an the Administrative Agent and the Collateral Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to itindemnities) described in this Section 11.3; 12.3, provided that, unless and until such the Administrative Agent shall have received such directions, such 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 interests of the LendersXxxxxxx. In no event, however, shall an the Administrative Agent or the Collateral Agent be required to take any action which which, in its opinion, or the opinion of its counsel, exposes such the Administrative Agent or the Collateral Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Credit Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination property of a Defaulting Lender in violation of any debtor relief law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.1herein), and otherwise such neither the Administrative Agent nor the Collateral Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.misconduct as determined by a court of competent jurisdiction by final non-appealable judgment. 141

Action by Agents. Each If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to and in compliance with the notice provisions hereof, the Administrative Agent shall have promptly give each of the Lenders and L/C Issuer written notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, no duty Agent shall be required to take any discretionary action hereunder with respect to any Default or exercise any discretionary powersEvent of Default, except discretionary rights as otherwise expressly provided for herein. Upon the occurrence of an Event of Default, the Collateral Agent shall take such action to enforce its Lien on the Collateral and powers expressly contemplated hereby or by to preserve and protect the other Loan Documents that such Agent is required to exercise in writing Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interests of the Lenders as and L/C Issuer. In no event, however, shall an Agent be necessary under the circumstances as provided required to take any action in Section 10.1) violation of applicable law or of any provision of any Loan Document, and each Agent shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives any further assurances of its indemnification from the Required Lenders (or such that it may require, including prepayment of any related expenses and any other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders protection it requires against any and all costs, expense, and liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Each Agent shall be binding on all entitled to assume that no Default or Event of Default exists unless notified in writing to the Lenders. If contrary by a Default has occurred and is continuingLender, then an Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such actionL/C Issuer, or refrain from taking such action, with respect to such Default as it shall deem advisable in the interests of the LendersBorrower. In no event, however, shall an Agent be required to take any action all cases in which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuingdo not require each Agent to take specific action, no the Administrative Agent shall have any obligation be fully justified in using its discretion in failing to perform any act take or in respect thereof. Each Agent shall not be liable for taking any action taken or not taken by it with the consent or at the request thereunder. Any instructions of the Required Lenders, or of any other group of Lenders (or such other number or percentage called for under the specific provisions of the Lenders as Loan Documents, shall be necessary under binding upon all the circumstances as provided in Section 10.1), Lenders and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own gross negligence or willful misconductthe holders of the Obligations.

Action by Agents. Each Neither Administrative Agent shall have no any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by that the other Loan Documents that such Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.15.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Required Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.15.04(b), Section 8.13(c) or Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then an the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to itindemnities) described in this Section 11.3; 11.03, provided that, unless and until such the Administrative Agent shall have received such directions, such 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 interests of the Lenders. In no event, however, shall an any Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no No Agent shall have any obligation to perform any act in respect thereof. Each Agent shall not (i) be liable for any action taken or not taken by it with the consent or at the request of the Required Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.15.04(b), Section 8.13(c) or Section 12.02), and otherwise such no Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconductmisconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Each Agent shall have no duty be entitled to take use its discretion with respect to exercising or refraining from exercising any discretionary action rights which may be vested in it on behalf of the Finance Parties by and under this Agreement or the Guarantees or any Security; provided, however, the Collateral Agents shall not exercise any discretionary powersrights under Section 12.1 or under the Guarantees or the Security Documents or expressed to be on behalf of or with the approval of the Majority Lenders without the written request, consent or instructions of the Administrative Agent on behalf of and with the approval of the Majority Lenders and shall not be liable for any such delay in acting. Furthermore, any rights of any Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the applicable Agent upon the request or instructions of the Majority Lenders. No Agent shall incur any liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except discretionary rights and powers expressly contemplated hereby for its gross negligence or by the other Loan Documents that such wilful misconduct. Each Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) and in all cases each Agent shall be fully justified protected in failing acting or refusing to act hereunder or refraining from acting under any other Loan Documents unless it shall (a) receive written instructions from the Required Lenders (or such other number or percentage of the Credit Documents in accordance with the instructions of the Administrative Agent on behalf of and with the approval of the Majority Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Agent to such instructions shall be binding on all of the Lenders. If a Default has occurred and is continuing, then an Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, 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 interests of the LendersFinance Parties. In respect of any notice by or action taken by any Agent hereunder, the Obligors shall at no event, however, shall an Agent time be required obliged to take any action which exposes enquire as to the right or authority of such Agent to a risk so notify or act. In acting under any of personal liability or which is contrary to this Agreementthe Credit Documents in accordance with the instructions of the Administrative Agent on behalf of and with the approval of the the Majority Lenders, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each Offshore Collateral Agent shall not be liable for any action taken required to risk or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including expend its own ordinary negligence, except for funds in performing any of its own gross negligence duties or willful misconductobligations under such Credit Documents and is entitled to be fully indemnified by the other Finance Parties prior to performing such duties or obligations.

Action by Agents. Each If the Administrative Agent receives from the Borrower a notice of an Event of Default pursuant to Section 10.3(e), the Administrative Agent shall have no duty promptly give each Lender notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any discretionary action hereunder with respect to any Event of Default or exercise any discretionary powersUnmatured Event of Default, except discretionary rights as expressly provided in Section 12.2, and powers expressly contemplated hereby or by the other Loan Documents that such Collateral Agent is shall not be required to exercise in writing take any action hereunder, except as directed by the Administrative Agent. Upon the occurrence of an Event of Default, the Administrative Agent shall direct the Collateral Agent take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, either Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interest of the Lenders as Lenders. In no event, however, shall either Agent be necessary under required to take any action in violation of applicable law or of any provision of any Loan Document, and the circumstances as provided in Section 10.1) and Agents shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions from first receives such advice or concurrence of the Required Lenders (or such other number or percentage as it deems appropriate and any further assurances of its indemnification from the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken that it may require, including prepayment of any related expenses and (b) be indemnified to its satisfaction by the Lenders any other protection it requires against any all costs, expense, and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Administrative Agent shall be binding on all entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Collateral Agent, a Lender or a Loan Party, and the Collateral Agent shall be entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Administrative Agent, a Lender or a Loan Party. No Agent shall be deemed to have knowledge or notice of the Lendersoccurrence of any Event of Default or Unmatured Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. If a Default has occurred and is continuing, then an Each Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as shall be reasonably directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3Required Lenders; provided thatprovided, that unless and until such Agent the Agents shall have received such directions, such each Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each Agent shall not be liable for any action taken or not taken by it with the consent or at the request Any instructions of the Required Lenders, or of any other group of Lenders (or such other number or percentage called for under the specific provisions of the Lenders as Loan Documents, shall be necessary binding upon all the Lenders and other holders of obligations under or supported by the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own gross negligence or willful misconductDocuments.

Action by Agents. Each Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by an Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then an Agent shall take such action with respect to such Default 77 as shall be directed by the requisite Lenders in the written instructions (with indemnities satisfactory to it) described in this Section 11.3; provided that, unless and until such Agent shall have received such directions, 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 interests of the Lenders. In no event, however, shall an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. Each Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and otherwise such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for its own gross negligence or willful misconduct.