Common use of Action Upon Instructions Generally Clause in Contracts

Action Upon Instructions Generally. Subject to Sections 8.4 and 8.6, upon written instructions of the Required Entities, each Agent shall, on behalf of the Lenders and the Certificate Purchasers, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipment, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no Agent shall exercise any right, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated to the other Agent in the Participation Agreement or another Operative Document). No Agent shall have an obligation to investigate or determine whether there has been a Lease Default. No Agent shall be deemed to have notice or knowledge of a Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Default; provided, that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information Agent. Subject to Participation Agreement Sections 8.4 and 8.6 and Article IX, Administrative Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required Entities; provided, that, unless and until Administrative Agent receives such directions, Administrative Agent must refrain from taking any action with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 of the Lease, the Required Entities may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, in the absence of written instructions from all Lenders, Administrative Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchasers. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, and such instructions of the Required Entities and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate Purchaser.

Action Upon Instructions Generally. Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Units, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 and 8.4, 8.6 and Article IX9.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Event of Default as directed by the Required EntitiesParticipants or, in the case of a Payment Default, as directed by any Participant; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action with respect to such Lease Event of Default or Payment Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 8.2 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any any: (ai) Lease Event of Default described in clause (a) of Article XV of the Lease Payment Default, or (bii) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Participation Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant.

Action Upon Instructions Generally. Subject to Sections 8.4 20.4 and 8.620.6, upon written instructions of the Required EntitiesLessor, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessor, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Items of Equipment and the other Lessee Collateral, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative a Responsible Officer of Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Basic Rent in the amounts and at the times set forth in Article III Section 6.1 (a “Payment Default”) immediately upon the occurrence of the Leasesuch Payment Default. If Administrative Agent receives notice of a Lease Default or Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's ’s expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 20.4, 20.6 and 8.6 and Article IX22.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Default or Lease Event of Default as directed by the Required EntitiesLessor; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Default or Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 of the Lease12.2, the Required Entities Lessor may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, in the absence of written instructions from all Lenders, Administrative Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchasers. As to any matters not expressly provided for by this AgreementLease, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessor and such instructions of the Required Entities Lessor and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Units, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 and 8.4, 8.6 and Article IX9.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Event of Default as directed by the Required EntitiesParticipants; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 8.2 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any any: (ai) Lease Event of Default described in clause (a) of Article XV of the Lease Payment Default, or (bii) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Participation Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender Participant." (b) The following definitions set forth in Appendix I to the Participation Agreement shall be and Certificate Purchaser.are hereby amended and restated to read as follows:

Action Upon Instructions Generally. Subject to Sections 8.4 20.4 and 8.620.6, upon written instructions of the Required EntitiesLessor, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessor, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Items of Equipment and the other Lessee Collateral, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Basic Rent LSI Logic Corporation Lease B in the amounts and at the times set forth in Article III of the LeaseSection 6.1 (a "Payment Default"). If Administrative Agent receives notice of a Lease Default or Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 20.4, 20.6 and 8.6 and Article IX22.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Default or Lease Event of Default as directed by the Required EntitiesLessor; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Default or Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 of the Lease12.2, the Required Entities Lessor may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, in the absence of written instructions from all Lenders, Administrative Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchasers. As to any matters not expressly provided for by this AgreementLease, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessor and such instructions of the Required Entities Lessor and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Premises, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 and 8.4, 8.6 and Article IX9.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Event of Default as directed by the Required EntitiesParticipants or, in the case of a Payment Default, as directed by any Participant; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action with respect to such Lease Event of Default or Payment Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 18.1 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any any: (ai) Lease Event of Default described in clause (a) of Article XV of the Lease Payment Default, or (bii) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Participation Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant.

Action Upon Instructions Generally. Subject to Sections 8.4 8.2(d), 12.4 and 8.612.6, upon written instructions of the Required EntitiesLessors, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessors, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any item of Equipment, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Lessor a copy of each notice, remedy or power hereunder or report and certificate received by Agent described in respect Article X and Sections 5.4, 5.5, 6.1, 6.2, 7.1, 7.2 and 11.1 hereof and Sections 6.1 and 6.2 of any System if such right, remedy or power has been expressly delegated to the other Agent in the Participation Agreement or another Operative Document)Agreement. No Agent shall have an no obligation to investigate or determine whether there has been a Lease an Event of Default or an event which with the passage of time and/or the giving of notice could result in an Event of Default. No Agent shall not be deemed to have notice or knowledge of a Lease an Event of Default or event which with the passage of time and/or the giving of notice could result in an Event of Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or event which with the passage of time and/or the giving of notice could result in an Event of Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the LeaseIII. If Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 8.2(d), 12.4 and 8.6 12.6 and Article IXXVII, Administrative Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required EntitiesLessors; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must shall refrain from taking any action with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 of the Lease8.2, the Required Entities Lessors may deliver written instructions to Administrative the Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersLessors, Administrative Agent shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.510.1 of the Participation Agreement, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersLessors. As to any matters not expressly provided for by this AgreementLease, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessors and such instructions of the Required Entities Lessors and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. Subject to Sections 8.4 9.4 and 8.69.6, upon written instructions of the Required EntitiesLessors, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessors, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any EquipmentVehicle, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Agreements. No Agent shall have an no obligation to investigate or determine whether there has been a Lease an Event of Default or an Incipient Default. No Agent shall not be deemed to have notice or knowledge of a Lease an Event of Default or Incipient Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Incipient Default; provided, that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 9.4 and 8.6 9.6 and Article IXX, Administrative Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required EntitiesLessors; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 8.2 of the Lease, the Required Entities Lessors may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersLessors, Administrative Agent shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.510.1, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersLessors. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessors and such instructions of the Required Entities Lessors and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. Subject to Sections SECTIONS 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Leased Property, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any right, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated deliver to each Participant and to the other Certificate Trustee a copy of each notice, report and certificate received by Agent in pursuant to the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, PROVIDED that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 and SECTIONS 8.4, 8.6 and Article IX9.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Event of Default as directed by the Required EntitiesParticipants or, in the case of a Payment Default, as directed by any Participant; provided, PROVIDED that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action with respect to such Lease Event of Default or Payment Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 17.1 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, PROVIDED that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any any: (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section SECTION 9.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Participation Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant.

Action Upon Instructions Generally. Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any EquipmentSite, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Participant a copy of each material notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Default or Lease Event of Default. No Agent shall not be deemed to have notice or knowledge of a any Lease Default or Lease Event of Default unless a Responsible Officer of such Agent is notified in writing of such Lease Default or Lease Event of Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Basic Rent in the amounts and at the times set forth in Article III IV of the Lease. If Administrative Agent receives notice of a Lease Default or Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 and 8.4, 8.6 and Article IX9.5 hereof, Administrative and subject to the terms and provisions of the Collateral Agency Agreement, Agent shall take action or refrain from taking action with respect to such Lease Default or Lease Event of Default as directed by the Required EntitiesParticipants or, in the case of a Lease Event of Default by virtue of the failure of Lessee to pay any portion of Basic Rent, as directed by any Participant; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Default or Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 Article 18 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any (ai) Lease Event of Default described in clause (a) of Article XV by virtue of the Lease failure of Lessee to pay any portion of Basic Rent or (bii) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant.

Action Upon Instructions Generally. Subject to Sections 8.4 12.4 and 8.612.6, upon written instructions of the Required EntitiesParticipants, each Agent shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Leased Property, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative Agent receives notice of a Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 12.4, 12.6 and 8.6 and Article IX13.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Event of Default as directed by the Required EntitiesParticipants or, in the case of a Payment Default, as directed by any Participant; provided, however, that Agent shall take action or refrain from taking action with respect to Section 6.1 of the Pledge Agreement as directed by the Required Lenders; and provided, further, that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Event of Default or Payment Default. Notwithstanding the foregoing, in exercising the remedies of Participants and Agent hereunder and the other Operative Documents upon a Lease Event of Default, Agent shall proceed against the Securities Collateral concurrently with remedies being conducted with respect to the other Collateral to the extent that Agent determines, based on advice of counsel, that such concurrent action does not adversely affect the Participants' rights with respect to the other Collateral. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 17.2 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.513.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Participation Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, and such instructions of the Required Entities and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate Purchaser.all

Action Upon Instructions Generally. Subject to Sections 8.4 20.4 and 8.620.6, upon written instructions of the Required EntitiesLessor, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessor, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipmentthe Items of Equipment and the other Lessee Collateral, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Agent shall have an no obligation to investigate or determine whether there has been a Lease Event of Default or a Lease Default. No Agent shall not be deemed to have notice or knowledge of a Lease Event of Default or Lease Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Lease Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Basic Rent LSI Logic Corporation Lease A in the amounts and at the times set forth in Article III of the LeaseSection 6.1 (a "Payment Default"). If Administrative Agent receives notice of a Lease Default or Lease Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 20.4, 20.6 and 8.6 and Article IX22.5, Administrative Agent shall take action or refrain from taking action with respect to such Lease Default or Lease Event of Default as directed by the Required EntitiesLessor; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Default or Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 of the Lease12.2, the Required Entities Lessor may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, in the absence of written instructions from all Lenders, Administrative Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchasers. As to any matters not expressly provided for by this AgreementLease, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessor and such instructions of the Required Entities Lessor and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. Subject to Sections 8.4 16.4 and 8.616.6, upon written instructions of the Required EntitiesParticipants, each Agent Lessor shall, on behalf of the Lenders and the Certificate PurchasersParticipants, give such notice or direction, exercise such right, remedy or approval or power hereunder or in respect of any Equipmentthe Premises, and give such consent or enter into such amendment to any document to which it is a party as such Agent Lessor as may be specified in such instructions (except that no instructions. Agent Lessor shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Agent Lessor pursuant to the other Agent in the Participation Agreement or another Operative Document)Documents. No Neither Agent shall have an any obligation to investigate or determine whether there has been a Lease an Event of Default or Default. No Neither Agent shall be deemed to have notice or knowledge of a Lease an Event of Default or Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Default; provided, that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative either Agent receives notice of a Lease an Event of Default, Administrative such Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentParticipant. Subject to Participation Agreement Sections 8.4 16.4, 16.6 and 8.6 and Article IX15.5, Administrative such Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required EntitiesParticipants; provided, provided that, unless and until Administrative such Agent receives such directions, Administrative such Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 18.2 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent Lessor to waive, and Administrative Agent Lessor shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersParticipants, Administrative Agent Lessor shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.515.5, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersParticipants. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant.

Action Upon Instructions Generally. (a) Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants or all Participants if so required hereunder or pursuant to any other Operative Document, each of the Agents shall, solely in the furtherance of its duties as Administrative Agent shallor the Collateral Agent, as applicable, on behalf of the Lenders and Participants or the Certificate PurchasersLessor, as the case may be, give such notice notice, consent, approval or direction, exercise such right, remedy or power hereunder or under the other Operative Documents or in respect of any Equipmentthe Leased Property, and give such consent or enter into such amendment to any document to which it is a party as such the Administrative Agent or the Collateral Agent, as applicable, as may be specified in such instructions (except that no instructions. Each Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such rightdemand, remedy or power has been expressly delegated report and certificate received by it pursuant to the other Operative Documents. Neither the Administrative Agent in nor the Participation Agreement or another Operative Document). No Collateral Agent shall have an any obligation to investigate or determine whether there has been a Lease an Event of Default or Default. No Neither the Administrative Agent nor the Collateral Agent shall be deemed to have any notice or knowledge of a Lease an Event of Default or Default unless a Responsible Officer of such Agent it is notified in writing pursuant to Section 9.3 of such Lease Event of Default or Default; provided, provided that the Administrative Agent shall be deemed to have been notified in writing of any failure of the Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If the Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent it shall give prompt notice thereof, at the Lessee's ’s expense, to each LenderParticipant, and if the Administrative Agent receives notice of a payment failure as described in the Assignment of Lease, it shall give prompt notice thereof, at the Lessor’s expense, to each Rent Assignee. (b) Subject to Sections 8.4, 8.6 and 9.5, each Certificate Purchaser and of the Information Agent. Subject to Participation Agreement Sections 8.4 and 8.6 and Article IX, Administrative Agent Agents shall take action or refrain from taking action with respect to such an Event of Default as directed by the Required EntitiesParticipants (or by the Required Rent Assignees with respect to a default by Lessor in the performance of its Obligations under the Assignment of Lease); provided, provided that, unless and until Administrative Agent it receives such directions, Administrative Agent must each of the Agents may refrain from taking any action with respect to such Lease Event of Default; provided, further, that the Agents, in their individual capacity or any other capacity, covenants for the benefit of the Lessor and the Rent Assignees only, that it shall not exercise, or attempt to exercise, any right of setoff, banker’s lien or the like against any deposit account or property of the Lessee or any of its Affiliates held or maintained by any Agent without the prior written consent of the Participants. Prior to the date the Adjusted Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 18.1 of the Lease, the Required Entities may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, in the absence of written instructions from all Lenders, Administrative Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchasers. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, and such instructions of the Required Entities and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate Purchaser.Required

Action Upon Instructions Generally. Subject to Sections 8.4 9.4 and 8.69.6, upon written instructions of the Required EntitiesLessors, each Agent shall, on behalf of the Lenders and the Certificate PurchasersLessors, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any EquipmentVehicle, and give such consent or enter into such amendment to any document to which it is a party as such Agent as may be specified in such instructions (except that no instructions. Agent shall exercise any rightdeliver to each Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certifi cate received by Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Agreements. No Agent shall have an no obligation to investigate or determine whether there has been a Lease an Event of Default or an Incipient Default. No Agent shall not be deemed to have notice or knowledge of a Lease an Event of Default or Incipient Default unless a Responsible Officer of such Agent is notified in writing of such Lease Event of Default or Incipient Default; provided, provided that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's ' expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 9.4 and 8.6 9.6 and Article IXX, Administrative Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required EntitiesLessors or, in the case of a Payment Default, as directed by any Lessor; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Event of Default or Payment Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 8.2 of the Lease, the Required Entities Lessors may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersLessors, Administrative Agent shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.510.1, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersLessors. As to any matters not expressly provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder here under in accordance with instructions signed by the Required Entities, Lessors and such instructions of the Required Entities Lessors and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. (a) Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants if so required hereunder or pursuant to any other Operative Document, each of the Agents shall, solely in the furtherance of its duties as Administrative Agent shallor the Collateral Agent, as applicable, on behalf of the Lenders and Participants or the Certificate PurchasersLessor, as the case may be, give such notice notice, consent, approval or direction, exercise such right, remedy or power hereunder or under the other Operative Documents or in respect of any Equipmentthe Leased Property or the Site, and give such consent or enter into such amendment to any document to which it is a party as such the Administrative Agent or the Collateral Agent, as applicable, as may be specified in such instructions (except that no instructions. The Administrative Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such rightdemand, remedy or power has been expressly delegated report and certificate received by it pursuant to the other Operative Documents, and the Collateral Agent in shall deliver to the Participation Agreement or another Lessor a copy of each notice, demand, report and certificate received by it pursuant to the Operative Document)Documents. No Neither the Administrative Agent nor the Collateral Agent shall have an any obligation to investigate or determine whether there has been a Lease an Event of Default or Default. No Neither the Administrative Agent nor the Collateral Agent shall be deemed to have any notice or knowledge of a Lease an Event of Default or Default unless a Responsible Officer of such Agent it is notified in writing of such Lease Event of Default or Default; provided, provided that the Administrative Agent shall be deemed to have been notified in writing of any failure of the Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If either the Administrative Agent or the Collateral Agent receives notice of a Lease an Event of Default, Administrative Agent it shall give prompt notice thereof, at the Lessee's ’s expense, to each LenderParticipant, and if either the Administrative Agent or the Collateral Agent receives notice of an Event of Default, it shall give prompt notice thereof, at the Lessor’s expense, to each Certificate Purchaser and the Information Agent. Rent Assignee. (b) Subject to Participation Agreement Sections 8.4 and 8.6 and Article IX8.6, Administrative Agent each of the Agents shall take action or refrain from taking action with respect to such an Event of Default as directed by the Required EntitiesParticipants; provided, provided that, unless and until Administrative Agent it receives such directions, Administrative Agent must each of the Agents may refrain from taking any action with respect to such Lease Event of Default; provided, further, that the Agents, in their individual capacity or any other capacity, covenants for the benefit of the Lessor and the Rent Assignees only, that it shall not exercise, or attempt to exercise, any right of setoff, banker’s lien or the like against any deposit account or property of the Lessee or any of its Affiliates held or maintained by any Agent without the prior written consent of the Participants. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 18.1 of the Lease, the Required Entities Participants may deliver written instructions to Administrative Agent the Agents to waive, and Administrative Agent each of the Agents, respectively, shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all Lendersof the Participants, neither the Administrative Agent nor the Collateral Agent shall not waive any (a) Lease Event of Default described in clause (a) of Article XV of the Lease or (b) covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchaserspayment default. As to any matters not expressly provided for by this Agreement, each Agent of the Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Participants and such instructions of the Required Entities Participants and any action taken, and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate Purchaserall Participants.

Action Upon Instructions Generally. Subject to Sections 8.4 9.4 and 8.69.6, upon written instructions of the Required EntitiesLessors, each Administrative Agent shall, on behalf of the Lenders and the Certificate PurchasersLessors, give such notice or direction, exercise such right, remedy or power hereunder or in respect of any Equipment, and give such consent or enter into such amendment to any document to which it is a party as such Administrative Agent as may be specified in such instructions (except that no instructions. Administrative Agent shall exercise any rightdeliver to each Lessor a copy of each notice, remedy or power hereunder or in respect of any System if such right, remedy or power has been expressly delegated report and certificate received by Administrative Agent pursuant to the other Agent in the Participation Agreement or another Operative Document)Agreements. No Administrative Agent shall have an no obligation to investigate or determine whether there has been a Lease an Event of Default or an Incipient Default. No Administrative Agent shall not be deemed to have notice or knowledge of a Lease an Event of Default or Incipient Default unless a Responsible Officer of such Administrative Agent is notified in writing of such Lease Event of Default or Incipient Default; provided, that Administrative Agent shall be deemed to have been notified in writing of any failure of Lessee to pay Rent in the amounts and at the times set forth in Article III of the Lease. If Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent shall give prompt notice thereof, at Lessee's expense, to each Lender, each Certificate Purchaser and the Information AgentLessor. Subject to Participation Agreement Sections 8.4 9.4 and 8.6 9.6 and Article IXX, Administrative Agent shall take action or refrain from taking action with respect to such Event of Default as directed by the Required EntitiesLessors; provided, provided that, unless and until Administrative Agent receives such directions, Administrative Agent must may refrain from taking any action action, or may act in its discretion, with respect to such Lease Event of Default. Prior to the date the Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 8.2 of the Lease, the Required Entities Lessors may deliver written instructions to Administrative Agent to waive, and Administrative Agent shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all LendersLessors, Administrative Agent shall not waive any (ai) Lease Event of Payment Default described in clause (a) of Article XV of the Lease or (bii) covenant or provision which, under Section 9.510.1, cannot be modified or amended without the consent of all Lenders and Certificate PurchasersLessors. As to any matters not expressly provided for by this Agreement, each Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Entities, Lessors and such instructions of the Required Entities Lessors and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserLessor.

Action Upon Instructions Generally. (a) Subject to Sections 8.4 and 8.6, upon written instructions of the Required EntitiesParticipants or all Participants if so required hereunder or pursuant to any other Operative Document, each of the Agents shall, solely in the furtherance of its duties as Administrative Agent shallor the Collateral Agent, as applicable, on behalf of the Lenders and Participants or the Certificate PurchasersLessor, as the case may be, give such notice notice, consent, approval or direction, exercise such right, remedy or power hereunder or under the other Operative Documents or in respect of any Equipmentthe Leased Property, and give such consent or enter into such amendment to any document to which it is a party as such the Administrative Agent or the Collateral Agent, as applicable, as may be specified in such instructions (except that no instructions. Each Agent shall exercise any rightdeliver to each Participant a copy of each notice, remedy or power hereunder or in respect of any System if such rightdemand, remedy or power has been expressly delegated report and certificate received by it pursuant to the other Operative Documents. Neither the Administrative Agent in nor the Participation Agreement or another Operative Document). No Collateral Agent shall have an any obligation to investigate or determine whether there has been a Lease an Event of Default or Default. No Neither the Administrative Agent nor the Collateral Agent shall be deemed to have any notice or knowledge of a Lease an Event of Default or Default unless a Responsible Officer of such Agent it is notified in writing pursuant to Section 9.3 of such Lease Event of Default or Default; provided, provided that the Administrative Agent shall be deemed to have been notified in writing of any failure of the Lessee to pay Rent in the amounts and at the times set forth in Article III IV of the Lease. If the Administrative Agent receives notice of a Lease an Event of Default, Administrative Agent it shall give prompt notice thereof, at the Lessee's ’s expense, to each LenderParticipant, and if the Administrative Agent receives notice of a payment failure as described in the Assignment of Lease, it shall give prompt notice thereof, at the Lessor’s expense, to each Rent Assignee. (b) Subject to Sections 8.4, 8.6 and 9.5, each Certificate Purchaser and of the Information Agent. Subject to Participation Agreement Sections 8.4 and 8.6 and Article IX, Administrative Agent Agents shall take action or refrain from taking action with respect to such an Event of Default as directed by the Required EntitiesParticipants (or by the Required Rent Assignees with respect to a default by Lessor in the performance of its Obligations under the Assignment of Lease); provided, provided that, unless and until Administrative Agent it receives such directions, Administrative Agent must each of the Agents may refrain from taking any action with respect to such Lease Event of Default; provided, further, that the Agents, in their individual capacity or any other capacity, covenants for the benefit of the Lessor and the Rent Assignees only, that it shall not exercise, or attempt to exercise, any right of setoff, banker’s lien or the like against any deposit account or property of the Lessee or any of its Affiliates held or maintained by any Agent without the prior written consent of the Participants. Prior to the date the Adjusted Lease Balance or any portion thereof shall have become due and payable by acceleration pursuant to Section 16.1 18.1 of the Lease, the Required Entities BUSINESS.29620189.12 Participants may deliver written instructions to the Administrative Agent (and, with respect to the Assignment of Lease, the Required Rent Assignees may deliver written instructions to the Collateral Agent with respect to a default by Lessor in the performance of its Obligations under the Assignment of Lease) to waive, and Administrative Agent each of the Agents, respectively, shall waive pursuant thereto, any Lease Event of Default and its consequences; provided, that, provided that in the absence of written instructions from all Lendersof the Participants (or the Required Rent Assignees with respect to the Assignment of Lease), neither the Administrative Agent nor the Collateral Agent shall not waive any (a) Lease Event payment default; provided, further, that in the absence of Default described in clause (a) of Article XV written instructions from the Required Participants, the Required Rent Assignees or all of the Lease or (b) Participants, as applicable, neither the Administrative Agent nor the Collateral Agent shall waive any covenant or provision which, under Section 9.5, cannot be modified or amended without the consent of all Lenders and Certificate Purchaserssuch Participants. As to any actions, inactions, consents, approvals and other matters to be taken under the Operative Documents including those rights assigned by the Lessor under the Assignment of Lease the instructions for which are not expressly provided for by this Agreement, each Agent of the Agents shall in all cases take instructions from the Required Participants (or instructions from the Required Rent Assignees with respect to a default by Lessor in the performance of its obligations under the Assignment of Lease) and shall be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required EntitiesParticipants (or such instructions from the Required Rent Assignees, as applicable) and such instructions of the Required Entities Participants (or such Rent Assignees, as applicable) and any action taken or failure to act pursuant thereto shall be binding on each Lender and Certificate PurchaserParticipant or such Rent Assignees, respectively.