Common use of Action by Administrative Agent Clause in Contracts

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f8.5(k) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth hereinwritten notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Upon the occurrence of an Event of Default, unless and until the Required Lenders give such direction, the Administrative 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 Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law Legal Requirements or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenseexpenses, and liability liabilities which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the L/C Issuer, or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 9.2 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.3. Upon the occurrence of an Event of Default, the Administrative Agent shall instruct the Collateral Agent to take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent and the Collateral 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 Lenders. In no event, however, shall the Administrative Agent or the Collateral Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent and the Collateral 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations. The Administrative Agent shall be acting as an independent contractor hereunder and nothing herein shall be deemed to impose on the Administrative Agent any fiduciary obligations to the Lenders or the Borrower.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f8.5(k) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth hereinwritten notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law Legal Requirements or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenseexpenses, and liability liabilities which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the L/C Issuer, or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 6.1 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrowers a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth hereinwritten notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the L/C Issuer, or the CompanyBorrowers. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer Except for action or other matters expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations required of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoinghereunder, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall (i) receive written instructions from the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as expressly required by Section 12.04), specifying the action to be first taken, and (ii) be indemnified to its reasonable 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 instructions of the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as expressly required by Section 12.04), and any action taken or failure to act pursuant thereto by the Administrative Agent shall be entitled to assume that no binding on all of the Lenders. If a Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement has occurred and the other Loan Documents do not require the Administrative Agent to take certain actionsis continuing, the Administrative Agent shall take such action with respect to such Default as shall be fully justified directed by the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as required by Section 12.04), in using its discretion the written instructions (with indemnities) described in failing this Section 11.07, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take or in taking any action hereunder and thereunder. Any instructions of which exposes the Required Lenders, Administrative Agent to personal liability or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders which is contrary to this Agreement and the holders of the ObligationsSecurity Instruments or applicable law.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth hereinwritten notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders and the L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the L/C Issuer or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f(a) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents hereunder are only those expressly set forth thereinherein and its duties are entirely mechanical and administrative in nature. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Banks. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 Article VI. The Administrative Agent does not assume and 10.5 hereofshall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby. (b) The Administrative Agent shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (in writing or electronically and, if electronically, the Administrative Agent will also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. In no eventAs to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks, and such instructions shall be binding upon all the Banks; provided, however, shall that the Administrative Agent shall not be required to take any action in violation of that (i) exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law or (ii) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Banks with respect to such action. If the Borrower shall have made any payment of principal of and interest on the Loans or any provision of any Loan Document, other amount due hereunder in accordance with Article II hereof and the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be received (other than as a result of any shutdown of or disturbance in all cases be fully justified in failing any payment system or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its event or circumstance beyond the reasonable satisfaction by control of the Lenders against any and all costsAdministrative Agent), expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The then the Administrative Agent shall be entitled pay such proper share to assume that no Default or Event of Default exists unless notified in writing to such Bank together with interest thereon at the contrary Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, such Bank. If any Bank transfers funds to the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Any instructions anticipation of the Required Lendersmaking of a Loan that is subsequently not made, or then the Administrative Agent agrees to repay such funds to such Bank upon the receipt of any other group a notice from such Bank requesting the repayment of Lenders called such funds, together with interest thereon at the Federal Funds Rate for under each day from the specific provisions date which is the day upon which Administrative Agent shall have received a notice from such bank requesting the repayment of such funds until the Loan Documents, shall be binding on all date such amount is paid by the Lenders and the holders of the ObligationsAdministrative Agent to such Bank.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents hereunder are only those expressly set forth thereinherein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereofArticle VI. In no event, however, shall the The duties of Administrative Agent shall be required administrative in nature. Subject to take any action in violation the provisions of applicable law or of any provision of any Loan DocumentSections 7.1, 7.5 and 7.6, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or perform its obligations under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require in good faith according to the same standard of care as that customarily exercised by the Administrative Agent in administering its own similar loans, and shall at all times keep accurate books of account reflecting the interests of the Banks in the Loans. Such books shall be available to take certain actionsthe Banks for inspection during business hours with reasonable notice to the Administrative Agent. Except as stated in the preceding two (2) sentences or as otherwise expressly set forth in this Agreement, the Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be fully justified in using its discretion in failing to take read into this Agreement or in taking any action hereunder and thereunderotherwise exist. Any instructions The duties of the Required Lenders, Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank; and nothing in this Agreement or any other group Loan Document, expressed or implied, is intended to or shall be construed so as to impose upon the Administrative Agent any obligations in respect of Lenders called for under this Agreement except as expressly set forth herein. Without limiting the specific provisions generality of the Loan Documentsforegoing, the use of the term "agent" in this Agreement with reference to the Administrative 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. Each Bank expressly acknowledges (i) that the Administrative Agent has not made any representations or warranties to them and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, shall be binding deemed to constitute any representation or warranty by the Administrative Agent to any Bank; and (ii) except as expressly provided herein, that the Administrative Agent shall have no duty or responsibility, either initially or on all a continuing basis, to provide any Bank with credit or other information with respect thereto, whether coming into its possession before the Lenders and the holders making of the Obligations.Loans or at any time or times thereafter. 77

Action by Administrative Agent. If the Administrative Agent receives from the Company any Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth hereinwritten notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the L/C Issuer, or the CompanyCompany or a Borrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a Borrower a written notice of an Event of Default pursuant to Section 9.4(f6.1(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. Unless and 10.5 hereofuntil the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law Applicable Law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyLead Borrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent a written notice of an Event of Default pursuant to Section 9.4(f7.6(c) hereof or a Net Cash Flow Leverage Ratio Increase election pursuant to Section 7.15 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 8.6 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the Parent or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, in each case, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company or any Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyCompany or a Borrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 7.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 hereof8.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents hereunder are only those expressly set forth thereinherein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereofArticle VI. In no event, however, shall the The duties of Administrative Agent shall be required administrative in nature. Subject to take any action in violation the provisions of applicable law or of any provision of any Loan DocumentSections 7.1, 7.5 and 7.6, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or perform its obligations under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require in good faith according to the same standard of care as that customarily exercised by the Administrative Agent in administering its own similar loans, and shall at all times keep accurate books of account reflecting the interests of the Banks in the Loans. Such books shall be available to take certain actionsthe Banks for inspection during business hours with reasonable notice to the Administrative Agent. Except as stated in the preceding two (2) sentences or as otherwise expressly set forth in this Agreement, the Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be fully justified in using its discretion in failing to take read into this Agreement or in taking any action hereunder and thereunderotherwise exist. Any instructions The duties of the Required Lenders, Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank; and nothing in this Agreement or any other group Loan Document, expressed or implied, is intended to or shall be construed so as to impose upon the Administrative Agent any obligations in respect of Lenders called for under this Agreement except as expressly set forth herein. Without limiting the specific provisions generality of the Loan Documentsforegoing, the use of the term "agent" in this Agreement with reference to the Administrative 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. Each Bank expressly acknowledges (i) that the Administrative Agent has not made any representations or warranties to them and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, shall be binding deemed to constitute any representation or warranty by the Administrative Agent to any Bank; and (ii) except as expressly provided herein, that the Administrative Agent shall have no duty or responsibility, either initially or on all a continuing basis, to provide any Bank with credit or other information with respect thereto, whether coming into its possession before the Lenders and the holders making of the ObligationsLoans or at any time or times thereafter.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f6.1(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. Unless and 10.5 hereofuntil the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law Applicable Law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrowing Agent a written notice of an Event of Default pursuant to Section 9.4(f) hereof6.1, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrowers. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent a written notice of an Event of Default pursuant to Section 9.4(f7.6(c) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set -67- forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 8.6 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the Parent or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, in each case, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent or the Borrower a written notice of an Event of Default pursuant to Section 9.4(f8.5(i) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, expense and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyParent or the Borrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to concerning any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 hereof8.4. Unless and until the Required Lenders (or, if required by Section 11.11, all of the Lenders) give such direction (including the giving of a notice of default as described in Section 8.1(c)), the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders and the Swingline Lender. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, 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 Administrative Agent shall be entitled to assume that no Default or Event of Default Default, other than non-payment of any scheduled principal or interest payment due hereunder, exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsLenders.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 6.1 hereof, the Administrative Agent shall promptly give each of the Lenders Lender written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Lender. Unless and until the Lender gives such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders Lender 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 LendersLender, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to concerning any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 hereof8.4. Unless and until the Required Lenders (or, if required by Section 11.11, all of the Lenders) give such direction (including the giving of a notice of default as described in Section 8.1(c)), the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, 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 Administrative Agent shall be entitled to assume that no Default or Event of Default Default, other than non-payment of any scheduled principal or interest payment due hereunder, exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsLenders.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 9.2 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.3. Upon the occurrence of an Event of Default, the Administrative Agent shall instruct the Collateral Agent to take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent and the Collateral 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 Lenders. In no event, however, shall the Administrative Agent or the Collateral Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent and the Collateral 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.. The Administrative Agent shall be acting as an independent contractor hereunder and nothing herein shall be deemed to impose on the Administrative Agent any fiduciary obligations to the Lenders or the Borrower. 61

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer Except for action or other matters expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations required of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoinghereunder, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall (i) receive written instructions from the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as expressly required by Section 12.04), specifying the action to be first taken, and (ii) be indemnified to its reasonable 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 instructions of the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as expressly required by Section 12.04), and any action taken or failure to act pursuant thereto by the Administrative Agent shall be entitled to assume that no binding on all of the Lenders. If a Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement has occurred and the other Loan Documents do not require the Administrative Agent to take certain actionsis continuing, the Administrative Agent shall take such action with respect to such Default as shall be fully justified directed by the Required Lenders or Required Revolver Lenders, as applicable (or all of the Lenders as required by Section 12.04), in using its discretion the written instructions (with indemnities) described in failing this Section 11.07, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take or in taking any action hereunder and thereunder. Any instructions of which exposes the Required Lenders, Administrative Agent to personal liability or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders which is contrary to this Agreement and the holders of the Obligations.Security Instruments or applicable law. Section 11.08

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) hereof5.5, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 hereof8.4. Unless and until the Required Lenders give such direction, Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyParent. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 6.1 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 the Loan Documents. The Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and 10.5 hereofin the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Neither any Co-Arranger nor any Co-Syndication Agent nor the Documentation Agent shall have any duties, responsibilities, or obligations hereunder in such capacity. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to concerning any Default or Event of Default, except as expressly provided in Sections 10.2 7.2 and 10.5 hereof7.5. Unless and until the Required Lenders (or, if required by Section 10.11, all of the Lenders) give such direction (including, without limitation, the giving of a notice of default as described in Section 7.1(c)), the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, 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 Administrative Agent shall be entitled to assume that no Default or Event of Default Default, other than non-payment of any scheduled principal or interest payment due hereunder, exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsNotes.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent a written notice of an Event of Default pursuant to Section 9.4(f7.6(c) hereof or a Cash Flow Leverage Ratio Increase election pursuant to Section 7.15 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 8.6 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the Parent or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, in each case, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Parent or the Borrower a written notice of an Event of Default pursuant to Section 9.4(f8.5(m) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.5. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, expense and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyParent or the Borrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to concerning any Default or Event of Default, except as expressly provided in Sections 10.2 Section 7.2. Unless and 10.5 hereofuntil the Required Lenders (or, if required by Section 10.11, all of the Lenders) give such direction (including, without limitation, the giving of a notice of default as described in Section 7.1(c)), the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and each of the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, 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 Administrative Agent shall be entitled to assume that no Default or Event of Default Default, other than non-payment of any scheduled principal or interest payment due hereunder, exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsNotes.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrowers a written notice of an Event of Default pursuant to Section 9.4(f) 7.5 hereof, the Administrative Agent shall promptly give each of the Lenders and the Australian Trustee written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 8.2 and 10.5 hereof8.5. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce the Liens granted to the Administrative Agent on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, the Australian Trustee or the CompanyBorrowers. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations. The Australian Lender agrees that it shall not give the Australian Trustee any instruction that is contrary to any instructions of the Required Lenders (or such other group of Lenders, as the case may be) to the Administrative Agent, and that it shall give the Australian Trustee instructions that are consistent with the instructions of the Required Lenders (or such other group of Lenders, as the case may be) to the Administrative Agent. The Australian Trustee is not required to inquire as to whether the instructions given to it by the Australian Lender are consistent with the instructions of the Required Lenders (or such other group of Lenders, as the case may be) to the Administrative Agent.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer in respect of the Loan Documents, the Borrowers or -61- otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 9.2 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 Section 9.3. Upon the occurrence of an Event of Default, the Administrative Agent shall instruct the Collateral Agent to take such action to enforce its Lien on the Collateral and 10.5 hereofto preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent and the Collateral 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 Lenders. In no event, however, shall the Administrative Agent or the Collateral Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent and the Collateral 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations. The Administrative Agent shall be acting as an independent contractor hereunder and nothing herein shall be deemed to impose on the Administrative Agent any fiduciary obligations to the Lenders or the Borrower.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer in respect of the Loan Documents, the Borrowers Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to concerning any Default or Event of Default, except as expressly provided in Sections 10.2 7.2 and 10.5 hereof7.4. Unless and until the Required Lenders (or, if required by Section 10.11, all of the Lenders) give such direction (including, without limitation, the giving of a notice of default as described in Section 7.1(c)), the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, 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 Administrative Agent shall be entitled to assume that no Default or Event of Default Default, other than non-payment of any scheduled principal or interest payment due hereunder, exists unless notified in writing to the contrary by a Lender or the CompanyBorrower. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsNotes.

Action by Administrative Agent. If the Administrative Agent receives from the Company Borrower a written notice of an Event of Default pursuant to Section 9.4(f) 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 10.2 9.2 and 10.5 hereof9.4. Unless and until the Required Lenders give such direction, the Administrative 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 Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, or the CompanyBorrower. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on upon all the Lenders and the holders of the Obligations.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders or the L/C Issuer 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 Administrative Agent or any of the Lenders except as expressly set forth herein. The obligations of the Administrative Agent under the Loan Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or concerning an Event of Default. Unless and until the Required Lenders (or, if required by Section 10.11, all of the Lenders) give such direction, the Administrative Agent may, except as otherwise expressly provided herein or therein, take or refrain from taking such actions as it deems appropriate and in Sections 10.2 the best interest of all the Lenders and 10.5 hereofthe Issuing Banks. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Credit Document, and the Administrative 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 indemnified to receives any further assurances of its reasonable satisfaction by indemnification from the Lenders and the Issuing Banks 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender Lender, Issuing Bank or the Company. In all cases in which this Agreement and the other Loan Credit Documents do not require the Administrative Agent to take certain actionsspecific action, the Administrative 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 Lenders, or of any other group of Lenders or Issuing Banks called for under the specific provisions of the Loan Credit Documents, shall be binding on all the Lenders and the holders of the ObligationsIssuing Banks.

Action by Administrative Agent. If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 9.4(f) hereof, the The Administrative Agent shall promptly give each of the Lenders written notice thereof. The Lenders not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and the L/C Issuer powers expressly agree contemplated hereby that the Administrative Agent is not acting required to exercise in writing as a fiduciary directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.07(b), Section 5.04(b), Section 8.13(c) or Section 12.02) and in all cases the L/C Issuer Administrative Agent shall be fully justified in respect of the Loan Documents, the Borrowers failing or otherwise, and nothing herein refusing to act hereunder or in under any of the other Loan Documents unless it shall result (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.07(b), Section 5.04(b), Section 8.13(c) or Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any duties and all liability and expenses which may be incurred by it by reason of taking or obligations on continuing to take any such action, provided that no indemnity shall be provided for any liabilities or losses determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent or any shall be binding on all of the Lenders except as expressly set forth hereinLenders. The obligations of If a Default has occurred and is continuing, then the Administrative Agent under shall take such action with respect to such Default as shall be directed by the Loan Documents are only those expressly set forth therein. Without limiting requisite Lenders in the generality of written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the foregoingAdministrative Agent shall have received such directions, the Administrative Agent may (but shall not be required to obligated to) take any action hereunder such action, or refrain from taking such action, with respect to any such Default or Event as it shall deem advisable in the best interests of Default, except as expressly provided in Sections 10.2 and 10.5 hereofthe Lenders. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and which exposes the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it shall be first indemnified to its reasonable satisfaction by the 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 Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Company. In all cases in which this Agreement and the other Loan Documents do not require the Administrative Agent to take certain actions, the Administrative 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 Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding on all the Lenders and the holders of the Obligations.to