Common use of Action by the Administrative Agent Clause in Contracts

Action by the Administrative Agent. (a) The Administrative Agent may assume that no Default has occurred and is continuing, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2), provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: (a) The shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent may assume that no by the Borrowers, a Bank or an Issuing Bank and shall not be required to take any action with respect to any Default, except as expressly provided in Article VI; (b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.; (c) Except for shall not have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in contemplated hereby or by the other Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Majority Required Banks (or such other number or percentage of all the Banks, to the extent required by Section 13.2) and those instructions Banks as shall be binding upon the Administrative Agent and all the Banks, expressly provided that the Administrative Agent shall not be required to act for herein or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2other Loan Documents), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to applicable Law time in effect, or would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any of the foregoing; (d) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank or any Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the reasonable judgment of possession of, the Administrative Agent, Arranger or any of their Related Parties in substantial risk any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein; and (e) shall not be responsible for or have any duty or obligation to any Bank or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of liability any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. Each of the entities comprising Lenders hereby appoints the Administrative Agent as agent and bailee for the purpose of perfecting the security interests in and liens upon the Property and the other Collateral, in accordance with Article 9 of the Uniform Commercial Code in effect in the State where the Property is located or the State where Borrower is organized, can be perfected only by possession (or where the security interest of a secured party with possession has priority over the security interest of another secured party). Each Lender hereby appoints the Administrative Agent as such Lender’s attorney-in-fact for the purpose of executing the Loan Documents on such Lender’s behalf. (a) In the event that all or any portion of the Property or any other Collateral is acquired by the Administrative Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of the Borrower's obligations under the Loan Documents, title to any such Collateral or any portion thereof shall be held in the name of a nominee or subsidiary of each Lender in accordance with such Lender’s Pro Rata Share and pursuant to an agreement to be approved by the Required Lenders. The Administrative Agent may assume that no shall prepare a recommended course of action for such Collateral and submit it to the Lenders for approval by the Required Lenders (upon such approval, the "Post-Default has occurred Plan"). The Administrative Agent shall administer the Collateral in accordance with the Post-Default Plan, and is continuingupon demand therefor from time to time, unless the Lenders will contribute their respective Pro Rata Share of all costs and expenses incurred by the Administrative Agent has failed pursuant to receive the Post-Default Plan, including any payment due operating losses and all necessary operating reserves. To the extent there is net operating income from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b)such Collateral, or the Administrative Agent has received notice from shall, in accordance with the Company stating Post-Default Plan, make distributions to the nature Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the Administrative Agent or has received notice from a Bank stating any Lender to take an action which would cause the nature of the Default and that Administrative Agent or such Bank considers the Default to have occurred and Lender to be continuingin violation of any applicable regulatory requirements. (b) The Administrative Agent has only those If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds or other Collateral or any payments with respect to the obligations under of Borrower to such Lender arising under, or relating to, this Agreement or any of the Loan Documents as are expressly set forth therein. (c) Except except for any obligation expressly set forth in the Loan Documents and as long as such proceeds or payments received by such Lender from the Administrative Agent may assume that no Event or otherwise pursuant to the terms of Default has occurred and is continuingthis Agreement, or (ii) payments from the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that hereunder in excess of such Lender’s ratable portion of the relevant distributions by the Administrative Agent hereunder, such Lender shall be required promptly turn the same over to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a)kind, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2), provided that the Administrative Agent shall not with such endorsements as may be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in negotiate the reasonable judgment of the Administrative Agent, in substantial risk of liability same to the Administrative Agent, and except that if the Majority Banks (or all the Banksin same day funds, if required under Section 13.2) failas applicable, for five (5) Banking Days after the receipt account of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection all of the interests Lenders and for application to the obligations hereunder in accordance with the applicable provisions of the Banksthis Agreement. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Financing Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.; (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, have any duty to take any discretionary action or exercise its discretion to act or not actany discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Financing Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be required to act expressly provided for herein or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2other Financing Documents), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Financing Document or to applicable Law or would resultlaw; (c) shall not, except as expressly set forth herein and in the reasonable judgment other Financing Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative AgentAgent shall believe in good faith shall be necessary, under the circumstances as provided hereunder) or (ii) in substantial risk the absence of liability its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower, a Lender or the LC Issuing Bank. 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 or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Financing Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. (a) The Administrative Agent may assume that no Default has occurred and is continuing, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section subsection 9.1(a) or Section subsection 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding ------------ upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2), provided that the ------------ -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that ------ if the Majority Banks (or all the Banks, if required under Section 13.2) ------------ fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision ------------ hereof.

Action by the Administrative Agent. (a) 20.8.1 The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any right which may assume that no Default has occurred be vested in it by, and is continuingwith respect to taking or refraining from taking any action which it may be able to take under or in respect of, any Operative Document, unless the Administrative Agent has failed been instructed by the Required Lenders to receive any payment due exercise CREDIT AGREEMENT – PAGE 91 such rights or to take or refrain from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b)taking such action; provided, or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuinghowever, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if exercise any right under Section 17.1 without being instructed to do so by the Required Lenders. The Administrative Agent shall incur no obligation under or in respect of the Operative 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 for its intentional or gross fault or wilful misconduct. 20.8.2 The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any Operative Document in accordance with the instructions of the Required Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties. 20.8.3 Notwithstanding anything else herein contained, the Administrative Agent may refrain from doing anything which would or might in its opinion be contrary to any Loan Document or to applicable Applicable Law or which would resultor might otherwise render it liable to any Person and may do anything which is, in the reasonable judgment of the Administrative Agentits opinion, in substantial risk of liability necessary to the Administrative Agentcomply with any Applicable Law. (d) If the Administrative Agent has received a notice specified in clause (a)20.8.4 Notwithstanding subsection 20.8.1, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the may refrain from acting in accordance with any instructions of the Majority Banks (Required Lenders to begin any litigation, arising out of or of all the Banks, to the extent required by Section 13.2), provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to in connection with any Loan Operative Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act until it has received such security as it deems advisable may require (whether by way of payment in advance or otherwise) for the protection of the interests of the Banksall losses and expenses which it will or may expend or incur in complying with such instructions. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. (a) The Administrative Agent may assume that no shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: (i) shall not be subject to any fiduciary or other similar implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.; (bii) The Administrative Agent has only those obligations under 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 the other Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be required to act expressly provided for herein or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2other Loan Documents), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or to 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 would resultthat may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action; and (iii) shall not, except as expressly set forth herein and in the reasonable judgment other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative AgentAgent shall believe in good faith shall be necessary, under the circumstances as provided in substantial risk Sections 2.1, 7.2, 7.3 and 9.8 hereof, or (ii) in the absence of liability its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, or a Lender. (c) Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty or obligation to any Lender or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Section 5.1 or 5.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other provision hereof.

Action by the Administrative Agent. (a) The Administrative Agent may assume that no Default has occurred and is continuing, unless If the Administrative Agent has failed receives from the Borrower a written notice of an Event of Default pursuant to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b)8.5 hereof, or the Administrative Agent has received notice from the Company stating the nature shall promptly give each of the Default or has received Lenders and the L/C Issuer written notice from a Bank stating the nature thereof. The obligations of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are only those expressly set forth therein. (c) Except for any obligation expressly set forth in . Without limiting the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions generality of the Majority Banks (or of all the Banksforegoing, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary take any action hereunder with respect to any Loan Document Default or to applicable Law or would resultEvent of Default, except as expressly provided in Sections 9.2 and 9.5. Upon the reasonable judgment occurrence of the Administrative Agent, in substantial risk an Event of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a)Default, the Administrative Agent shall 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 notice thereof to such direction, the Banks Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and shall act or not act upon in the instructions of the Majority Banks (or best interest of all the BanksLenders and the L/C Issuer. In no event, however, shall the Administrative Agent be required to the extent required by Section 13.2)take any action in violation of applicable law or of any provision of any Loan Document, provided that and the Administrative Agent shall not in all cases be required fully justified in failing or refusing to act hereunder or not act if to do so would be contrary to under any other Loan Document or to applicable Law or would resultunless it first receives any further assurances of its indemnification from the Lenders that it may require, in the reasonable judgment including prepayment of the Administrative Agentany related expenses and any other protection it requires against any and all costs, in substantial risk of liability to the Administrative Agentexpense, and except that if the Majority Banks (liability which may be incurred by it by reason of taking or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, continuing to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) take any such action. The Administrative Agent shall have be entitled to assume that no liability Default or Event of Default exists unless notified in writing to the contrary by a Lender, the L/C Issuer or the Borrower. In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any Bank for actingaction thereunder. Any instructions of the Required Lenders, or not actingof any other group of 735490334 Lenders called for under the specific provisions of the Loan Documents, as instructed by the Majority Banks (or shall be binding upon all the Banks, if required under Section 13.2), notwithstanding any other provision hereofLenders and the holders of the Obligations.