Common use of Action by Agent Clause in Contracts

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documents.

Action by Agent. If The Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent receives from is required to exercise in writing as directed by the Company a written notice Majority Lenders (or such other number or percentage of an Event of Default pursuant to the Lenders as shall be necessary under the circumstances as provided in Section 7.16 hereof, 12.02) and in all cases the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document Documents unless it first receives any further assurances of its indemnification shall (a) receive written instructions from the Banks that it may requireMajority Lenders, including prepayment the Required Lenders or the Lenders, as applicable, (or such other number or percentage of any related expenses the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and any other protection it requires (b) be indemnified to its satisfaction by the Lenders against any and all costs, expense, liability and liability expenses which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall be entitled instructions as aforesaid and any action taken or failure to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary act pursuant thereto by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified binding on all of the Lenders. If a Default has occurred and is continuing, then the Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in using its discretion the written instructions (with indemnities) described in failing this Section 11.03, provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Agent be required to take or in taking any action thereunderwhich exposes the Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. Any instructions The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required BanksLenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Agent shall not be liable for any action taken or of not taken by it hereunder or under any other group Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct as determined by a court of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks competent jurisdiction by a final and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsnon-appealable judgment.

Action by Agent. If the (a) Agent receives from the Company a written notice of an Event of may assume that no Default pursuant to Section 7.16 hereofhas occurred and is continuing, the unless Agent shall promptly give each has actual knowledge of the Banks and L/C Issuers written Default, has received notice thereof. The obligations from Borrowers 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) Agent has only those obligations under the Loan Documents as are only those expressly set forth therein. Without limiting . (c) Except for any obligation expressly set forth in the generality Loan Documents and as long as Agent may assume that no Event of Default has occurred and is continuing, Agent may, but shall not be required to exercise its discretion to act or not act, except that Agent shall be required to act or not act upon the instructions of the foregoingRequisite Banks (or of all the Banks, to the extent required by Section 11.3) and those instructions shall be binding upon Agent and all Banks, provided that Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Potential Default Loan Document or to applicable Law. (d) If Agent may not assume that no Event of DefaultDefault has occurred and is continuing, except as expressly Agent shall give notice thereof to Banks and shall act or not act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.3), provided in Section 8.2. Unless and until the Required Banks give such direction, the that Agent may (but shall not be obligated torequired to act or not act if to do so would be contrary to any Loan Document or to applicable Law, and except that if the Requisite Banks (or all Banks, if required under Section 11.3) take fail, for five (5) Banking Days after the receipt of notice from Agent, to instruct Agent, then Agent, in its discretion, may act or refrain from taking such actions not act as it deems appropriate and in advisable for the best interest protection of the interests of Banks. (e) Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Requisite Banks (or all the Banks and L/C Issuers. In no eventBanks, howeverif required under Section 11.3), shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under notwithstanding any other Loan Document unless it first receives any further assurances of its indemnification from the Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsprovision hereof.

Action by Agent. If Except for action or other matters expressly required of the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereofor Auction Agent hereunder, the Administrative Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Auction 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 shall (i) receive written instructions from the Banks that it may requireMajority Lenders (or if this Agreement requires, including prepayment all of any related expenses the Lenders) specifying the action to be taken, and any other protection it requires (ii) be indemnified to its satisfaction by the Lenders against any and all costs, expense, liability and liability expenses which may be incurred by it by reason of taking or continuing to take any such actionaction except for gross negligence or wilful misconduct. The instructions of the Majority Lenders (or if this Agreement requires, all of the Lenders) and any action taken or failure to act pursuant thereto by the Administrative Agent or Auction Agent shall be entitled binding on all of the Lenders. If a Default has occurred and is continuing, the Administrative Agent or Auction Agent shall take such action with respect to assume that no Potential such Default as shall be directed by the Majority Lenders (or Event if this Agreement requires, all of Default exists the Lenders) in the written instructions (with indemnities) described in this Section 11.07, provided that, unless notified in writing to and until the contrary by a BankAdministrative Agent or Auction Agent shall have received such directions, an L/C Issuerthe Administrative Agent or Auction Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the Companybest interests of the Lenders. In all cases in no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement and the other Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsapplicable law.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section Sections 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsObligations.

Action by Agent. If the Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 7.16 6.1 hereof, the Agent shall promptly give each of the Banks and L/C Issuers Lenders written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 7.2 and 7.5. Unless and until the Required Banks Lenders give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersLenders. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Lender or the CompanyBorrower. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required BanksLenders, or of any other group of Banks Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks Lenders and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsObligations.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to concerning any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 7.2 and 7.5. Upon the occurrence of an Event of Default, the 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 Majority Lenders. Unless and until the Required Banks Majority Lenders give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersLenders. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Credit Document unless it first receives any further assurances of its indemnification from the Banks Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenseexpenses, and liability which liabilities it may be incurred by it by reason of incur in taking or continuing to take any such action. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Lender or the CompanyBorrower. In all cases in which the Loan Credit Documents do not require the Agent to take specific action, as applicable, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required BanksMajority Lenders, or of any other group of Banks Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding upon on all the Banks Lenders and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsNotes.

Action by Agent. If The Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent receives from is required to exercise in writing as directed by the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, Lenders and in all cases the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document Documents unless it first receives any further assurances of its indemnification shall (a) receive written instructions from the Banks that it may require, including prepayment of any related expenses Lenders specifying the action to be taken and any other protection it requires (b) be indemnified and defended to its satisfaction by the Lenders against any and all costs, expense, liability and liability expenses which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall be entitled instructions as aforesaid and any action taken or failure to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary act pursuant thereto by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified binding on all of the Lenders. If a Default has occurred and is continuing, then the Agent shall take such action with respect to such Default as shall be directed by the Lenders in using its discretion the written instructions (with indemnities) described in failing this Section 12.03, provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Agent be required to take any action which exposes the Agent to liability or which is contrary to this Agreement, the Loan Documents or applicable law. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Lenders, and otherwise the Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in taking any action thereunder. Any instructions of the Required Banksconnection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentswillful misconduct.

Action by Agent. If the Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 7.16 9.4(f) hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The Banks expressly agree that the Agent is not acting as a fiduciary of the Banks in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Agent or any of the Banks except as expressly set forth herein. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless Sections 10.2 and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers10.5 hereof. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first receives any further assurances of indemnified to its indemnification from reasonable satisfaction by the Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Bank or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Agent to take specific actioncertain actions, the Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documents.

Action by Agent. If The Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or by the other Transaction Documents that the Agent receives from is required to exercise in writing as directed by the Company a written notice Majority Lenders (or such other number or percentage of an Event of Default pursuant to the Lenders as shall be necessary under the circumstances as provided in Section 7.16 hereof, 9.02) and in all cases the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder under this Agreement or under any other Loan Transaction Document unless it first receives any further assurances of its indemnification shall (a) receive written instructions from the Banks that it may requireMajority Lenders or the Lenders, including prepayment as applicable (or such other number or percentage of any related expenses the Lenders as shall be necessary under the circumstances as provided in Section 9.02) specifying the action to be taken and any other protection it requires (b) be indemnified to its satisfaction by the Lenders against any and all costs, expense, liability and liability which expenses that may be incurred by it by reason of taking or continuing to take any such action. The Agent shall be entitled instructions and any action taken or failure to assume that no Potential Default or Event of Default exists unless notified in writing act pursuant to the contrary them by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified binding on all of the Lenders. If a Default has occurred and is continuing, then the Agent shall take such action with respect to the Default as shall be directed by the requisite Lenders in using its discretion the written instructions (with indemnities) described in failing this Section 8.03, provided, however, that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Agent be required to take any action that exposes the Agent to personal liability or which is contrary to this Agreement, the Transaction Documents or Applicable Law. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and otherwise the Agent shall not be liable for any action taken or not taken by it hereunder or under any other Transaction Document or under any other document or instrument referred to or provided for herein or therein or in taking any action thereunder. Any instructions of the Required Banksconnection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentswillful misconduct.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 8.5 hereof, the Agent shall promptly give each of the Banks and L/C Issuers holders of the Notes written notice thereof. The obligations of the Agent under the Loan Operative Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.211.2. Upon the occurrence of an Event of Default, the 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 Majority Holders. Unless and until the Required Banks Majority Holders give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuersholders of the Notes. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Operative Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Operative Document unless it first receives any further assurances of its indemnification from the Banks holders of the Notes 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, holder of a Note or the Company. In all cases in which the Loan Operative Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required BanksMajority Holders, or of any other group of Banks holders of the Notes called for under the specific provisions of the Loan Operative Documents, shall be binding upon all the Banks holders of the Notes and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsObligations.

Action by Agent. If (a) The Agent may assume that no Default has occurred and is continuing, unless the Agent receives has received notice from Borrower stating the Company nature of the Default or has received notice from a written notice Bank stating the nature of an Event of the Default pursuant and that such Bank considers the Default to Section 7.16 hereofhave occurred and to be continuing. (b) The Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Both before and after any Default, the Agent shall promptly give each be required to act or not act upon the instructions of the Majority Banks and L/C Issuers written notice thereof. The obligations (or all of the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Agent under and all the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoingBanks, provided that the 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 Agent, in a risk of liability to the Agent. The Agent may, without the consent of the Majority Banks, take any action hereunder such actions and exercise such discre tion as is specified herein. In addition, should the Agent propose a course of conduct with respect to any Potential Default or Event the administration of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified Documents in writing to the contrary by a BankBanks and should the Majority Banks (or any of the Banks, an L/C Issuerif unanimous approval of such action is required under Section 11.2) fail, or for five (5) Banking Days after the Company. In all cases in which receipt of notice from the Loan Documents do not require Agent of the proposed course of action, to instruct the Agent to take specific actionthe contrary, then the Agent, in its sole discretion, may act or not act as the Agent deems advisable pursuant to such course of conduct. (d) The Agent shall be fully justified in using its discretion in failing have no liability to take any Bank for acting, or in taking any action thereunder. Any instructions of not acting, as instructed by the Required Majority Banks (or all the Banks, if required under Section 11.2) or of as permitted under clause (c), above, notwithstanding any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsprovision hereof.

Action by Agent. If the Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 7.16 9.2 hereof, the Agent shall promptly give each of the Banks and L/C Issuers Lenders written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 9.3. Upon the occurrence of an Event of Default, the Agent shall instruct the Security Trustee to take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Banks. Unless and until the Required Banks give such direction, the Agent and the Security Trustee may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersBanks. In no event, however, shall the Agent or the Security Trustee be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent and the Security Trustee 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Bank or the CompanyBorrower. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, Obligations. The Agent shall be acting as an independent contractor hereunder and nothing herein shall be deemed to impose on the Agent any fiduciary obligations and liabilities under to the Loan DocumentsBanks or the Borrower.

Action by Agent. If the Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 7.16 8.5 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 9.2 and 9.5. Upon the occurrence of an Event of Default, the 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 Banks. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersBanks. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Bank or the CompanyBorrower. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsObligations.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan --------------- Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to concerning any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 7.2 and 7.5. Upon the occurrence of an Event of Default, the 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 Majority Lenders. Unless and until the Required Banks Majority Lenders give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersLenders. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Credit Document unless it first receives any further assurances of its indemnification from the Banks Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenseexpenses, and liability which liabilities it may be incurred by it by reason of incur in taking or continuing to take any such action. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Lender or the CompanyBorrower. In all cases in which the Loan Credit Documents do not require the Agent to take specific action, as applicable, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required BanksMajority Lenders, or of any other group of Banks Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding upon on all the Banks Lenders and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsNotes.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.26.02. Unless Upon the occurrence of an Event of Default, the Agent shall take such action with respect to the enforcement of the Liens on the Collateral under the Loan Documents and the preservation and protection thereof as it shall be directed to take by the Required Lenders, but unless and until the Required Banks give Lenders have given such direction, direction the Agent may (but shall not be obligated to) take or refrain from taking such actions as it reasonably deems appropriate and in appropriate, provided, however, that the best interest Agent will not take any action without the consent of all the Banks and L/C IssuersRequired Lenders contrary to the provisions of Sections 6.02, 6.04 or 6.06. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first receives any further assurances of indemnified to its indemnification from reasonable satisfaction by the Banks that it may require, including prepayment of any related expenses and any other protection it requires Lenders 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Agent to take specific actioncertain actions, the Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documents.

Action by Agent. If Except for action or other matters expressly required of the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereofor Auction Agent hereunder, the Administrative Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Auction 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 shall (i) receive written instructions from the Banks that it may requireMajority Lenders (or if this Agreement requires, including prepayment all of any related expenses the Lenders) specifying the action to be taken, and any other protection it requires (ii) be indemnified to its satisfaction by the Lenders against any and all costs, expense, liability and liability expenses which may be incurred by it by reason of taking or continuing to take any such actionaction except for gross negligence or wilful misconduct. The instructions of the Majority Lenders (or if this Agreement requires, all of the Lenders) and any action taken or failure to act pursuant thereto by the Administrative Agent or Auction Agent shall be entitled binding on all of the Lenders. If a Default has occurred and is continuing, the Administrative Agent or Auction Agent shall take such action with respect to assume that no Potential such Default as shall be directed by the 54 Majority Lenders (or Event if this Agreement requires, all of Default exists the Lenders) in the written instructions (with indemnities) described in this Section 11.07, provided that, unless notified in writing to and until the contrary by a BankAdministrative Agent or Auction Agent shall have received such directions, an L/C Issuerthe Administrative Agent or Auction Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the Companybest interests of the Lenders. In all cases in no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement and the other Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsapplicable law.

Action by Agent. If (a) The Agent may assume that no Default has occurred and is continuing, unless the Agent receives (or the Bank that is then the Agent) has received notice from Borrower stating the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each nature of the Banks and L/C Issuers written Default or has received notice thereof. The obligations 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 Agent has only those obligations under the Loan Documents as are only those expressly set forth therein. Without limiting . (c) EXCEPT for any obligation expressly set forth in the generality Loan Documents and as long as the Agent may assume that no Event of Default has occurred and is continuing, the Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Agent shall be required to act or not act upon the instructions of the foregoingRequisite Banks (or of all the Banks, to the extent required by SECTION 11.2) and those instructions shall be binding upon the Agent and all the Banks, PROVIDED that the Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Potential Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Agent, except as expressly provided in Section 8.2. Unless and until substantial risk of liability to the Required Banks give such direction, Agent. (d) If the Agent may has received a notice specified in clause (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific actionA), the Agent shall be fully justified in using its discretion in failing immediately give notice thereof to take the Banks and shall act or in taking any action thereunder. Any not act upon the instructions of the Required Requisite Banks (or of all the Banks, to the extent required by SECTION 11.2), PROVIDED that the 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 Agent, in substantial risk of liability to the Agent, and EXCEPT that if the Requisite Banks (or all the Banks, if required under SECTION 11.2) fail, for five (5) Banking Days after the receipt of notice from the Agent, to instruct the Agent, then the 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 Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Requisite Banks (or all the Banks, if required under SECTION 11.2), notwithstanding any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsprovision hereof.

Action by Agent. If the Agent receives from the Company Borrowers a written notice of an Event of Default pursuant to Section 7.16 9.6(c)(i) hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The Banks expressly agree that the Agent is not acting as a fiduciary of the Banks in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Agent or any of the Banks except as expressly set forth herein. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2. Unless Sections 10.2 and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers10.5 hereof. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first receives any further assurances of indemnified to its indemnification from reasonable satisfaction by the Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Bank or the CompanyBorrowers. In all cases in which this Agreement and the other Loan Documents do not require the Agent to take specific actioncertain actions, the Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documents.

Action by Agent. If the Agent receives from the Company Borrowers a written notice of an Event of Default pursuant to Section 7.16 8.5 hereof, the Agent shall promptly give each of the Banks and L/C Issuers Lenders written notice thereof. The obligations of the Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Default or Event of Default, except as expressly provided in Section 8.2Sections 9.2 and 9.5. Upon the occurrence of an Event of Default, the 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 Banks Lenders give such direction, the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersLenders. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Lender or the CompanyBorrowers. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required BanksLenders, or of any other group of Banks Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks Lenders and the holders of the Company’s indebtedness, obligations and liabilities under the Loan DocumentsObligations.

Action by Agent. If (a) The Agent may assume that no Default has occurred and is continuing, unless the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each has actual knowledge of the Banks and L/C Issuers written Default, has received notice thereof. The obligations from Borrowers 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 Agent has only those obligations under the Loan Documents as are only those expressly set forth therein. Without limiting . (c) Except for any obligation expressly set forth in the generality Loan Documents and as long as the Agent may assume that no Event of Default has occurred and is continuing, the Agent may, but shall not be required to exercise its discretion to act or not act, except that the Agent shall be required to act or not act upon the instructions of the foregoingRequisite Banks (or of all the Banks, to the extent required by Section 11.3) and those instructions shall be binding upon the Agent and all the Banks, provided that the Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Potential Default Loan Document or Event of Default, except as expressly provided in Section 8.2. Unless and until the Required Banks give such direction, to applicable Law. (d) If the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific actionhas occurred and is continuing, the Agent shall be fully justified in using its discretion in failing give notice thereof to take the Banks and shall act or in taking any action thereunder. Any not act upon the instructions of the Required Requisite Banks (or of all the Banks, to the extent required by Section 11.3), provided that the 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, and except that if the Requisite Banks (or all the Banks, if required under Section 11.3) fail, for five (5) Banking Days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Requisite Banks (or all the Banks, if required under Section 11.3), notwithstanding any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsprovision hereof.

Action by Agent. If the Agent receives from the Company a written notice of an Event of Default pursuant to Section 7.16 hereof, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Financing Documents are only those expressly set forth therein. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Financing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Financing Document or otherwise exist against the Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in the other Financing Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Financing Documents that the Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Financing Documents); provided that the Agent shall not be required to take any action hereunder with respect that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Potential Default Financing Document or Event of Defaultapplicable law. Further, the Agent shall not, except as expressly provided set forth herein and in Section 8.2. Unless the other Financing Documents, have any duty to disclose, and until the Required Banks give such direction, the Agent may (but shall not be obligated to) take liable for the failure to disclose, any information relating to the Borrower or refrain from taking such actions any of its affiliates that is communicated to or obtained by the Person serving as it deems appropriate and in the best interest of all the Banks and L/C Issuers. In no event, however, shall the Agent be required to take or any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks that it may require, including prepayment of affiliates in 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. The Agent shall be entitled to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, or the Company. In all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentscapacity.

Action by Agent. If In the event that the Agent receives from the Company ADESA a written notice of an Event of Default pursuant to Section 7.16 hereofDefault, the Agent shall promptly give each of the Banks and L/C Issuers written notice thereof. The obligations of the Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Potential Unmatured Event of Default or Event of Default, except as expressly provided in Section 8.210. Unless Upon the occurrence of an Event of Default, the Agent shall take such action with respect to the enforcement of its liens on the collateral and the preservation and protection thereof as it shall be directed to take by the Required Banks, but unless and until the Required Banks give have given such direction, direction the Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Banks and L/C IssuersBanks. In no event, however, shall the Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Credit Document unless it shall be first receives any further assurances of indemnified to its indemnification from reasonable satisfaction by the Banks 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. The Agent shall be entitled to assume that no Potential Unmatured Event of Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuer, Bank or ADESA or unless the CompanyAgent has actual knowledge. In all cases in which this Agreement and the Loan other Credit Documents do not require the Agent to take specific actioncertain actions, the Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Any instructions of the Required Banks, or of any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documents.

Action by Agent. If the (a) The Agent receives from the Company a written notice of an may assume that no Event of Default pursuant to Section 7.16 hereofhas occurred and is continuing, unless the Agent shall promptly give each has actual knowledge of the Banks and L/C Issuers written Event of Default, has received notice thereof. The obligations from Borrower stating the nature of the Event of Default, or has received notice from a Bank stating the nature of the Event of Default and that Bank considers the Event of Default to have occurred and to be continuing. (b) The Agent has only those obligations under the Loan Documents that are only those expressly set forth therein. Without limiting the generality of limitation on the foregoing, the Agent shall have no duty to inspect any property of Borrower or any of its Subsidiaries, although the Agent may in its discretion periodically inspect any property from time to time, in accordance with Section 5.5 hereof and, upon request by any Bank shall provide the results of such inspection to that Bank provided that Bank shares in the costs of such inspection. If the Agent desires to seek reimbursement from a Bank for the cost of any such inspection it will obtain the approval of that Bank prior to each such inspection. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Agent may assume that no Event of Default has occurred and is continuing, the Agent may, but shall not be required to, exercise its discretion to act or not act, except that the 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 this Agreement) and those instructions shall be binding upon the Agent and all the Banks, (d) If the Agent has received a notice specified in clause (a), the 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 this Agreement), provided that the Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Potential Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Agent, in substantial risk of liability to the Agent, and except as expressly provided in Section 8.2. Unless and until that if the Required Majority Banks give such direction(or all the Banks, if required under this Agreement) fail, for three (3) Banking Days after the receipt of notice from the Agent, to instruct the Agent, then the Agent in its sole discretion, may (but shall act or not be obligated to) take or refrain from taking such actions act as it deems appropriate and in advisable for the best interest protection of all the Banks and L/C Issuers. In no event, however, shall interests of the Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the 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 Banks 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. Banks. (e) The Agent shall be entitled have no liability to assume that no Potential Default or Event of Default exists unless notified in writing to the contrary by a Bank, an L/C Issuerany Bank for acting, or not acting, as instructed by the Company. In Majority Banks (or all cases in which the Loan Documents do not require the Agent to take specific action, the Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Banks, or of if required under this Agreement), notwithstanding any other group of Banks called for under the specific provisions of the Loan Documents, shall be binding upon all the Banks and the holders of the Company’s indebtedness, obligations and liabilities under the Loan Documentsprovision hereof.