Common use of Action by the Administrative Agent Clause in Contracts

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights with which it may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Required Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) 7.3 of this Agreement without except upon the request of the Majority Banks (orRequired Lenders or of all the Lenders, where expressly required, all the Banks) unless time is of the essencerequired by this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank or the Borrower or any of the Borrower's Subsidiaries Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (orRequired Lenders or of all the Lenders, where expressly required, all the Banks)required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liabilityLenders.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled have no duty to use its discretion with respect to exercising or refraining from exercising take any rights which may be vested in it by, and with respect to taking or refraining from taking any discretionary action or actions which it may exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the 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 able to take necessary under or the circumstances as provided in respect of, this Agreement, unless Section 12.02) and in all cases the Administrative Agent shall have been instructed by 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 Majority Banks to exercise Required Lenders or refrain from exercising the Lenders, as applicable, (or such rights other number or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request percentage of the Majority Banks (or, where expressly required, all Lenders as shall be necessary under the Bankscircumstances as provided in Section 12.02) unless time is of specifying the essence. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 action to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), as aforesaid and any action taken or failure to act pursuant to such instructions thereto by the Administrative Agent shall be binding on all Banksof the Lenders. The If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section, 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 interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject exposes the Administrative Agent to liabilitypersonal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is continuing, neither the Syndication Agent nor the Documentation Agent shall have any obligation to perform any act in respect thereof.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Required Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders) unless time is of the essence, in which case, such action can be taken at the discretion of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence negligence, bad faith or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank Lender or the Borrower or any of the Borrower's its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders), and any action taken or failure to act pursuant to such instructions shall be binding on all BanksLenders, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without except upon the request of the Majority Banks (orLenders or all the Lenders, where expressly required, all the Banks) unless time is of the essencerequired by this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 circumstancescircumstances for the protection of the interests of the Lenders, except for its gross negligence or willful misconduct misconduct, or conduct in breach of this Agreement as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank or the Borrower or any of the Borrower's Subsidiaries Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks)required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liabilityLenders.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise -------- any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence, in which case, such action can be taken. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without except upon the request of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks) unless time is of the essencerequired by this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 circumstancescircumstances for the protection of the interests of the Lenders, except for its gross negligence or willful misconduct misconduct, or conduct in breach of this Agreement as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank or the Borrower or any of the Borrower's Subsidiaries Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks)required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liabilityLenders.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Required Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided , PROVIDED that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement hereof without the request of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders) unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank Lender or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders), and any action taken or failure to act pursuant to such instructions shall be binding on all BanksLenders, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without except upon the request of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks) unless time is of the essencerequired by this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 circumstancescircumstances for the protection of the interests of the Lenders, except for its gross negligence or willful misconduct misconduct, or conduct in breach of this Agreement as determined by a final, non-appealable judicial order of a court of competent jurisdiction. (b) having jurisdiction over the subject matter. The Administrative Agent shall not be liable to the Banks Lenders or to any Bank or the Borrower or any of the Borrower's Subsidiaries Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks)required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liabilityLenders.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided provided, however, that the Administrative Agent shall not -------- ------- exercise any rights under Section 8.2(a) of this Agreement hereof without the request of the Majority Banks (or, where expressly required, all the Banks) ), unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the to either Borrower or any of the Borrower's its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all of the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all of the Banks, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Required Lenders (or, where expressly required, all of the Lenders) to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders) unless time is of the essence, in which case, such action can be taken at the reasonable discretion of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its bad faith, gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank Lender or any Guarantor or the Borrower or any of the Borrower's ’s Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Required Lenders (or, where expressly required, all of the BanksLenders), and any action taken or failure to act pursuant to such instructions shall be binding on all BanksLenders, except for its bad faith, gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) ), unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) ), unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-non- appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided provided, however, that the -------- ------- Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement hereof without the request of the Majority Banks (or, where expressly required, all the Banks) ), unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks or to any Bank or the to either Borrower or any of the Borrower's its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all of the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all of the Banks, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks Lenders (or, where expressly required, all of the BanksLenders) unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank Lender or the Parent, the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Lenders (or, where expressly required, all of the BanksLenders), and any action taken or failure to act pursuant to such instructions shall be binding on all BanksLenders, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided provided, however, that the Administrative Agent shall -------- ------- not exercise any rights under Section 8.2(a) of this Agreement hereof without the request of the Majority Banks Lenders (or, where expressly required, all the Banks) Lenders), unless time is of the essence, in which case, such action can be taken at the request of the Administrative Agent. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank Lender or the Borrower or any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Lenders (or, where expressly required, all of the BanksLenders), and any action taken or failure to act pursuant to such instructions shall be binding on all Banksof the Lenders, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's its reasonable opinion subject the Administrative Agent it to liability.

Action by the Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Banks Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without except upon the request of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks) unless time is of the essencerequired by this Agreement. The Administrative Agent shall incur no liability under or in respect of this Agreement 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 circumstancescircumstances for the protection of the interests of the Lenders, except for its gross negligence or willful misconduct misconduct, or conduct in breach 89 of this Agreement as determined by a final, non-appealable judicial order of a court of competent jurisdictionhaving jurisdiction over the subject matter. (b) The Administrative Agent shall not be liable to the Banks Lenders or to any Bank or the Borrower or any of the Borrower's Subsidiaries Lender in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (orLenders or of all the Lenders, where expressly required, all the Banks)required by this Agreement, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or which would in the Administrative Agent's reasonable opinion subject the Administrative Agent to liabilityLenders.