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(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 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 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 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 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 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 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 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 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 (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent receives has actual knowledge of the Event of Default, has received notice from the Company a written notice Borrower stating the nature of an the Event of Default pursuant and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to Section 9.4(fhave occurred and to be continuing. (b) hereof, the 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 has only those 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 that are only those expressly set forth therein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall do so would expose the Administrative Agent to significant personal liability or would be required contrary to take any action in violation of applicable law or of any provision of any Loan DocumentDocument or to applicable law. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall in give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all cases of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be fully justified in failing or refusing required to act hereunder or under not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any other Loan Document unless it shall be first indemnified or to applicable law. The Administrative Agent will notify the Banks of its reasonable satisfaction by the Lenders against any and all costs, expense, and liability which may be incurred by it by reason receipt of taking or continuing to take any such actionnotice. The Administrative Agent shall be entitled take such action with respect to assume that no such Default or Event of Default exists as may be requested by the Majority Banks in accordance with Section 8; provided, however, that 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 until the Administrative Agent to take certain actionshas received any such request, the Administrative Agent may (but shall not be fully justified in using its discretion in failing obligated to) take such action, or refrain from taking such action, with respect to take such Default or Event of Default as it shall deem advisable or in taking any action hereunder and thereunder. Any instructions the best interest of the Required LendersBanks. (e) The Administrative Agent shall have no liability to any Bank for acting, or of not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding 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 Obligationsprovision hereof.

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(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 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) 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 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) 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 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 (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent receives has actual knowledge of the Event of Default, has received notice from Borrower stating the Company a written notice nature of an the Event of Default pursuant and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to Section 9.4(fhave occurred and to be continuing. (b) hereof, the 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 has only those 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 that are only those expressly set forth therein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, Table of Contents provided that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall do so would expose the Administrative Agent to significant personal liability or would be required contrary to take any action in violation of applicable law or of any provision of any Loan DocumentDocument or to applicable law. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall in give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all cases of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be fully justified in failing or refusing required to act hereunder or under not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any other Loan Document unless it shall be first indemnified or to applicable law. The Administrative Agent will notify the Banks of its reasonable satisfaction by the Lenders against any and all costs, expense, and liability which may be incurred by it by reason receipt of taking or continuing to take any such actionnotice. The Administrative Agent shall be entitled take such action with respect to assume that no such Default or Event of Default exists as may be requested by the Majority Banks in accordance with Section 8; provided, however, that 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 until the Administrative Agent to take certain actionshas received any such request, the Administrative Agent may (but shall not be fully justified in using its discretion in failing obligated to) take such action, or refrain from taking such action, with respect to take such Default or Event of Default as it shall deem advisable or in taking any action hereunder and thereunder. Any instructions the best interest of the Required LendersBanks. (e) The Administrative Agent shall have no liability to any Bank for acting, or of not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding 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 Obligationsprovision hereof.

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 (a) Absent actual knowledge of the Administrative Agent receives from of the Company existence of a written notice of an Event of Default pursuant to Section 9.4(f) hereofDefault, the Administrative Agent shall promptly give each may assume that no Default has occurred and is continuing, unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Borrower stating the nature of the Lenders written Default or has received notice thereof. from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing. (b) The Lenders Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the L/C Issuer expressly agree Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent is shall be required to act or not acting as a fiduciary act upon the instructions of the Requisite Lenders (or of all the L/C Issuer in respect of Lenders, to the Loan Documents, the Borrowers or otherwise, extent required by Section 12.2) and nothing herein or in any of the other Loan Documents those instructions shall result in any duties or obligations on be binding upon the Administrative Agent or any of and all 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 foregoingLenders, PROVIDED that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Administrative Agent, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent be required to take any action has received a notice specified 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 actionsclause (a), the Administrative Agent shall be fully justified in using its discretion in failing immediately give notice thereof to take the Lenders and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required Requisite Lenders (or of all the Lenders, to the extent required by Section 12.2), PROVIDED that the Administrative Agent shall not be required to act or 77 not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders. (e) The Administrative Agent shall have no liability to any Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding 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 Obligationsprovision hereof.

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 (a) The Administrative Agent may assume that no Default has occurred and is continuing, unless the Administrative Agent receives has received notice from Borrower stating the Company nature of the Default or has received notice from a written notice Bank stating the nature of an the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default pursuant to Section 9.4(f) hereofhas occurred and is continuing, the Administrative Agent may, but shall promptly give each of the Lenders written notice thereof. The Lenders and the L/C Issuer expressly agree not be required to, exercise its discretion to act or not act, except that the Administrative Agent is shall be required to act or not acting as a fiduciary act upon the instructions of the Lenders Majority Banks (or of all the L/C Issuer in respect of Banks, to the Loan Documents, the Borrowers or otherwise, extent required by Section 11.2) and nothing herein or in any of the other Loan Documents those instructions shall result in any duties or obligations on be binding upon the Administrative Agent or any of and all 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 foregoingBanks, provided that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Administrative Agent, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent be required to take any action has received a notice specified 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 actionsclause (a), the Administrative Agent shall be fully justified in using its discretion in failing give notice thereof to take the Banks and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required LendersMajority Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks, until such time as it receives such a notice from the Majority Banks. (e) The Administrative Agent shall have no liability to any Bank for acting as instructed by the Majority Banks, or of for refraining from acting, if so instructed by the Majority Bank (or, in each case, all the Banks, if required under Section 11.2), notwithstanding 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 Obligationsprovision hereof.

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 shall have the right, subject to the provisions of this Agreement, and without restricting the generality of this Agreement, to take such actions as the Administrative Agent receives deems necessary or refrain from taking those actions, or to give agreements, consents, approvals, or instructions to 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 Borrower 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 Credit Parties on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. Each Lender agrees that any duties or obligations on action taken by the Administrative Agent or any the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders except as expressly set forth herein. The obligations Lenders) in accordance with the provisions of this Agreement or of the other Documents, and the exercise by the Administrative Agent under or the Loan Documents are only those expressly Majority Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not be required have the sole and exclusive right and authority to take any action hereunder (1) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection herewith and with the Security Documents; (2) execute and deliver each Document and accept delivery of each such agreement delivered by any Default of the Credit Parties; (3) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; (4) manage, supervise and otherwise deal with the Collateral; (5) take such action as is necessary or Event desirable to maintain the perfection and priority of Default, the security interests and Liens created or purported to be created by the Security Documents; and (6) except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall the Administrative Agent may 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 otherwise specifically restricted 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, terms hereof or of any other group of Document, exercise all remedies given to the Administrative Agent and the Lenders called for with respect to the Collateral under the specific provisions of the Loan DocumentsDocuments relating thereto, shall be binding on all the Lenders and the holders of the ObligationsApplicable Law or otherwise.

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 (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent receives has actual knowledge of the Default or Event of Default, has received notice from Borrower stating the Company nature of the Default or Event of Default, or has received notice from a written notice Bank stating the nature of an the Default or Event of Default pursuant and that Bank considers the Default or Event of Default to Section 9.4(fhave occurred and to be continuing. (b) hereof, the 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 has only those 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 that are only those expressly set forth therein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower or any of its Subsidiaries, although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Line A Majority Banks (or of all the - 98 - 104 Line A Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line B/C Obligations and those instructions shall be binding upon the Administrative Agent and all the Line A Banks or Line B/C Banks, as the case may be, provided that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to any Default or Event do so would, in the reasonable judgment 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 DocumentAgent, 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 expose the Administrative Agent to take certain actionssignificant liability or would be contrary to any Loan Document or to applicable law. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be fully justified in using its discretion in failing give notice thereof to take the Banks and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required LendersLine A Majority Banks (or of all the Line A Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations fail, for three (3) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Line A Majority Banks (or all the Line A Banks, if required under Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations, notwithstanding 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 Obligationsprovision hereof.

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 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 (a) Absent actual knowledge of the Administrative Agent receives from of the Company existence of a written notice of an Default or Event of Default pursuant to Section 9.4(f) hereofDefault, the Administrative Agent shall promptly give each may assume that no Default or Event of the Lenders written notice thereof. The Lenders Default has occurred and the L/C Issuer expressly agree that is continuing, unless the Administrative Agent is not acting as a fiduciary has received notice from the Obligors stating the nature of the Lenders Default or has received notice from a Lender stating the L/C Issuer in respect nature of the Loan Documents, Default and that such Lender considers the Borrowers or otherwise, Default to have occurred and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the to be continuing. (b) The Administrative Agent or any of the Lenders except as expressly set forth herein. The has only those obligations of the Administrative Agent under the Loan Documents as are only those expressly set forth therein. Without limiting . (c) Except for any obligation expressly set forth in the generality Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the foregoingRequisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the other Creditors, and (ii) the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Administrative Agent, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent be required to take any action has received a notice specified 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 actionsclause (a), the Administrative Agent shall be fully justified in using its discretion in failing immediately give notice thereof to take the Lenders and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding 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 Obligationsprovision hereof.

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 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 (a) Absent actual knowledge of the Administrative Agent receives from of the Company existence of a written notice of an Default or Event of Default pursuant to Section 9.4(f) hereofDefault, the Administrative Agent shall promptly give each may assume that no Default or Event of the Lenders written notice thereof. The Lenders Default has occurred and the L/C Issuer expressly agree that is continuing, unless the Administrative Agent is not acting as a fiduciary has received notice from Borrower stating the nature of the Lenders Default or has received notice from a Lender stating the L/C Issuer in respect nature of the Loan Documents, Default and that such Lender considers the Borrowers or otherwise, Default to have occurred and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the to be continuing. (b) The Administrative Agent or any of the Lenders except as expressly set forth herein. The has only those obligations of the Administrative Agent under the Loan Documents as are only those expressly set forth therein. Without limiting . (c) Except for any obligation expressly set forth in the generality Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the foregoingRequisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the other Creditors, and (ii) the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Administrative Agent, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent be required to take any action has received a notice specified 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 actionsclause (a), the Administrative Agent shall be fully justified in using its discretion in failing immediately give notice thereof to take the Lenders and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding 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 Obligationsprovision hereof.

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(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 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) 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 (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent receives has actual knowledge of the Event of Default, has received notice from Borrower stating the Company a written notice nature of an the Event of Default pursuant and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to Section 9.4(fhave occurred and to be continuing. (b) hereof, the 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 has only those 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 that are only those expressly set forth therein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to any Default or Event of Default, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall do so would expose the Administrative Agent to significant personal liability or would be required contrary to take any action in violation of applicable law or of any provision of any Loan DocumentDocument or to applicable law. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall in give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all cases of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be fully justified in failing or refusing required to act hereunder or under not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any other Loan Document unless it shall be first indemnified or to applicable law. The Administrative Agent will notify the Banks of its reasonable satisfaction by the Lenders against any and all costs, expense, and liability which may be incurred by it by reason receipt of taking or continuing to take any such actionnotice. The Administrative Agent shall be entitled take such action with respect to assume that no such Default or Event of Default exists as may be requested by the Majority Banks in accordance with Article 8; provided, however, that 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 until the Administrative Agent to take certain actionshas received any such request, the Administrative Agent may (but shall not be fully justified in using its discretion in failing obligated to) take such action, or refrain from taking such action, with respect to take such Default or Event of Default as it shall deem advisable or in taking any action hereunder and thereunder. Any instructions the best interest of the Required LendersBanks. (e) The Administrative Agent shall have no liability to any Bank for acting, or of not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding 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 Obligationsprovision hereof.

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 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 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 (a) Absent actual knowledge of the Administrative Agent receives from of the Company existence of a written notice of an Event of Default pursuant to Section 9.4(f) hereofDefault, the Administrative Agent shall promptly give each may assume that no Default has occurred and is continuing, unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Lenders written Default or has received notice thereof. from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing. (b) The Lenders Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the L/C Issuer expressly agree Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent is shall be required to act or not acting as a fiduciary act ------ upon the instructions of the Requisite Lenders (or of all the L/C Issuer in respect of Lenders, to the Loan Documents, the Borrowers or otherwise, extent required by Section 11.2) and nothing herein or in any of the other Loan Documents those instructions shall result in any duties or obligations on be ---- binding upon the Administrative Agent or any of and all 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 foregoingLenders, provided that -------- the Administrative Agent shall not be required to take any action hereunder with respect act or not act if to do so would be contrary to any Default Loan Document or Event to applicable Law or would result, in the reasonable judgment of Defaultthe Administrative Agent, except as expressly provided in Sections 10.2 and 10.5 hereof. In no event, however, shall substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent be required to take any action has received a notice specified 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 actionsclause (a), the Administrative Agent shall be fully justified in using its discretion in failing immediately give notice - thereof to take the Lenders and shall act or in taking any action hereunder and thereunder. Any not act upon the instructions of the Required Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required ---- -------- to act or of not act if to do so would be contrary to any other group of Lenders called for under Loan Document or to applicable Law or would result, in the specific provisions reasonable judgment of the Loan DocumentsAdministrative Agent, shall be binding on in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders and ------ Lenders, if required under Section 11.2) fail, for five (5) Banking Days ---- after the holders receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the Obligationsinterests of the Lenders. (e) The Administrative Agent shall have no liability to any Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any ---- other provision hereof.

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) 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 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