Common use of Action by Agents Clause in Contracts

Action by Agents. Neither Administrative Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the such Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Neither Administrative Each Agent shall have any no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.0210.1) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Required 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 5.04(b), Section 8.13(c) or Section 12.0210.1) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability claims, losses, fees and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such an Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative an Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnitiesindemnities satisfactory to it) described in this Section 11.03, 11.3; provided that, unless and until the Administrative such Agent shall have received such directions, the Administrative such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any an Agent be required to take any action which exposes such Agent to a risk of personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No If a Default has occurred and is continuing, no Agent shall (i) have any obligation to perform any act in respect thereof. Each Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.0210.1), and otherwise no such Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCEincluding its own ordinary negligence, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereundermisconduct.

Action by Agents. Neither (a) The obligations of each of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, each of the Agents shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided in Article VI. The duties of each Agent shall be administrative in nature. Subject to the provisions of Section 7.1, Section 7.5 and Section 7.6, each Agent shall administer the Loans in the same manner as each administers its own loans. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that the such Administrative Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicableRequired Banks, (or such c) except for notices, reports and other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) specifying the action documents expressly required to be taken and (b) be indemnified furnished to its satisfaction the Banks by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Administrative Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuinghereunder, then the Administrative Agent shall take such action not have any duty or responsibility to provide any Bank with respect to such Default any credit or Event other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Default as shall be directed by the requisite Lenders Covered Party or any affiliate of the Covered Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys in the written instructions fact or affiliates and (with indemnitiesd) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which that (in its opinion or the opinion of its counsel) exposes such Agent it to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. (b) The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact (including without limitation, a custodian to administer the Collateral) and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No The Administrative Agent shall (i) not be liable responsible for the negligence or misconduct of any action taken agents or not taken attorneys in fact selected by it with the consent or at the request reasonable care. In furtherance of the Majority Lendersforegoing, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as each Bank hereby authorizes the Administrative Agent shall believe in good faith to be necessary, enter into such documents and instruments as it deems reasonably necessary to implement its duties under this Agreement and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.

Action by Agents. Neither (a) The obligations of each of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, each of the Agents shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided in Article VI. The duties of each Agent shall be administrative in nature. Subject to the provisions of Section 7.1, Section 7.5 and Section 7.6, each Agent shall administer the Loans in the same manner as each administers its own loans. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that the such Administrative Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicableRequired Banks, (or such c) except for notices, reports and other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) specifying the action documents expressly required to be taken and (b) be indemnified furnished to its satisfaction the Banks by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Administrative Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuinghereunder, then the Administrative Agent shall take such action not have any duty or responsibility to provide any Bank with respect to such Default any credit or Event other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Default as shall be directed by any Loan Party or any affiliate of a Loan Party that may come into the requisite Lenders possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys in the written instructions fact or affiliates and (with indemnitiesd) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which that (in its opinion or the opinion of its counsel) exposes such Agent it to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No . (b) The Syndication Agents and Documentation Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. (ic) The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact (including without limitation, a custodian to administer the Collateral) and shall be liable entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any action taken agents or not taken attorneys in fact selected by it with the consent or at the request reasonable care. In furtherance of the Majority Lendersforegoing, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as each Bank hereby authorizes the Administrative Agent shall believe in good faith to be necessary, enter into such documents and instruments as it deems reasonably necessary to implement its duties under this Agreement and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.

Action by Agents. Neither Administrative Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the such Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any anythe Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or the Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Neither If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to and in compliance with the notice provisions hereof, the Administrative Agent shall have any duty promptly give each of the Lenders and L/C Issuer written notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, no Agent shall be required to take any discretionary action hereunder with respect to any Default or exercise any discretionary powersEvent of Default, except discretionary rights as otherwise expressly provided for herein. Upon the occurrence of an Event of Default, the Collateral Agent shall take such action to enforce its Lien on the Collateral and powers expressly contemplated hereby that to preserve and protect the such Agent is required to exercise in writing Collateral as may be directed by the Majority Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interests of the Lenders as and L/C Issuer. In no event, however, shall an Agent be necessary under the circumstances as provided required to take any action in Section 5.04(b)violation of applicable law or of any provision of any Loan Document, Section 8.13(c) or Section 12.02) and each Agent shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives any further assurances of its indemnification from the Majority Lenders or the Lendersthat it may require, as applicable, (or such including prepayment of any related expenses and any other number or percentage of the Lenders as shall be necessary under the circumstances as provided in 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 protection it requires against any and all costs, expense, and liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Each Agent shall be binding on all of the Lenders. If a entitled to assume that no Default or Event of Default has occurred and is continuingexists unless notified in writing to the contrary by a Lender, then the L/C Issuer, or the Borrower. In all cases in which the Loan Documents do not require each Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take such or in taking any action with respect to such Default thereunder. Any instructions of the Required Lenders, or Event of Default as any other group of Lenders called for under the specific provisions of the Loan Documents, shall be directed by binding upon all the requisite Lenders in and the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until holders of the Administrative Agent shall have received such directions, the Administrative Obligations. Each Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to execute any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in any certificate, report, statement or other document referred fact and shall be entitled to or provided for in, or received by the Administrative advice of counsel concerning all matters pertaining to such duties. No Agent under or in connection with, this Agreement or any other Loan Document or shall not be responsible for the value, validity, effectiveness, genuineness, enforceability negligence or sufficiency of this Agreement or any other Loan Document or for any failure misconduct of any Credit Party agent or Specified Additional Guarantor to perform its obligations hereunder attorney in fact that it selects as long as such selection was made without gross negligence or thereunderwillful misconduct.

Action by Agents. Neither The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the such Administrative Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b10.05), Section 8.13(cand (c) or Section 12.02) and in all cases each except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be fully justified liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in failing any capacity. The Administrative Agent shall not be liable for any action taken or refusing to act hereunder not taken by it with the consent or under any other Loan Documents unless it shall (a) receive written instructions from at the Majority request of the Required 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 5.04(b), Section 8.13(c10.05) or Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event absence of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgmenti) any statement, warranty or representation made in or in connection with this Agreement, (ii) be responsible the contents of any certificate, report or other document delivered hereunder or in any manner to connection herewith, (iii) the performance or observance of any of the Lenders for any recitalscovenants, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement agreements or other document referred to terms or provided for inconditions set forth herein, or received by (iv) the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectivenessenforceability, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan Document agreement, instrument or for any failure document, or (v) the satisfaction of any Credit Party condition set forth in Article 3 or Specified Additional Guarantor elsewhere herein, other than to perform its obligations hereunder or thereunderconfirm receipt of items expressly required to be delivered to the Administrative Agent.

Action by Agents. Neither If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 12.6(c)(i) hereof or a notice from a Bank of the occurrence of an Event of Default, the Administrative Agent shall have promptly give each of the Banks written notice thereof. The obligations of each Agent under the Loan Documents are only those expressly set forth therein. Each Agent shall be acting as an independent contractor hereunder and nothing herein shall be deemed to impose on such Agent any duty fiduciary obligations to the Banks or the Borrowers. Without limiting the generality of the foregoing, no Agent shall be required to take any discretionary action hereunder with respect to any Default or exercise any discretionary powersEvent of Default, except discretionary rights as expressly provided in Sections 13.2 and powers expressly contemplated hereby that 13.5. Upon the occurrence of an Event of Default, the Administrative Agent shall take such Agent is required action to exercise in writing enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Majority Lenders (Required Banks. In no event, however, shall any Agent be required to take any action in violation of applicable law or such other number or percentage of the Lenders as any provision of any Loan Document, and each Agent shall be necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (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 5.04(b), Section 8.13(c) or Section 12.02) specifying the action to be taken and (b) be first indemnified to its reasonable satisfaction by the Lenders Banks against any and all costs, expense, and liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Each Agent shall be binding on all of the Lenders. If a entitled to assume that no Default or Event of Default has occurred and is continuing, then exists unless notified to the Administrative Agent shall take such action with respect to such Default contrary by a Bank or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the LendersCompany. In no event, however, shall any all cases in which this Agreement and the other Loan Documents do not require an Agent be required to take any action which exposes certain actions, such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for fully justified in using its discretion in failing to take or in taking any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the such Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 5.04(b), Section 8.13(c) or Section 12.02herein) and in all cases each the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Credit Documents unless it shall (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 expressly provided in Section 5.04(b), Section 8.13(c) or Section 12.02herein) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such the Administrative Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent and the Collateral Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.0312.3, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent and the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders▇▇▇▇▇▇▇. In no event, however, shall any the Administrative Agent or the Collateral Agent be required to take any action which which, in its opinion, or the opinion of its counsel, exposes such the Administrative Agent or the Collateral Agent to personal liability or which is contrary to this Agreement, the Loan Credit Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination property of a Defaulting Lender in violation of any debtor relief law. No If a Default has occurred and is continuing, no Agent shall (i) have any obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, necessary under the circumstances as expressly provided in Section 5.04(b), Section 8.13(c) or Section 12.02herein), and otherwise no neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise as determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Neither Administrative Each Agent shall have be entitled to use its discretion with respect to exercising or refraining from exercising any duty to take rights which may be vested in it on behalf of the Finance Parties by and under this Agreement or the Guarantees or any discretionary action or Security; provided, however, the Collateral Agents shall not exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that under Section 12.1 or under the such Agent is required Guarantees or the Security Documents or expressed to exercise in writing as directed by be on behalf of or with the approval of the Majority Lenders (without the written request, consent or such other number or percentage instructions of the Administrative Agent on behalf of and with the approval of the Majority Lenders as and shall not be liable for any such delay in acting. Furthermore, any rights of any Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the applicable Agent upon the request or instructions of the Majority Lenders. No Agent shall incur any liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary under or desirable in the circumstances as provided in Section 5.04(b)circumstances, Section 8.13(c) except for its gross negligence or Section 12.02) and wilful misconduct. Each Agent shall in all cases each Agent shall be fully justified protected in failing acting or refusing to act hereunder or refraining from acting under any other Loan of the Credit Documents unless it shall (a) receive written in accordance with the instructions from of the Administrative Agent on behalf of and with the approval of 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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by to such Agent instructions shall be binding on all Finance Parties. In respect of any notice by or action taken by any Agent hereunder, the Obligors shall at no time be obliged to enquire as to the right or authority of such Agent to so notify or act. In acting under any of the Lenders. If a Default or Event Credit Documents in accordance with the instructions of Default has occurred and is continuing, then the Administrative Agent shall take such action on behalf of and with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests approval of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Offshore Collateral Agent shall believe not be required to risk or expend its own funds in good faith performing any of its duties or obligations under such Credit Documents and is entitled to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received fully indemnified by the Administrative Agent under other Finance Parties prior to performing such duties or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderobligations.

Action by Agents. Neither Administrative Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the such Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any the Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or the Specified Additional Guarantor to perform its obligations hereunder or thereunder.

Action by Agents. Neither If the Administrative Agent receives from the Borrower a notice of an Event of Default pursuant to Section 10.3(e), the Administrative Agent shall have any duty promptly give each Lender notice thereof. The obligations of the Agents 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 discretionary action hereunder with respect to any Event of Default or exercise any discretionary powersUnmatured Event of Default, except discretionary rights as expressly provided in Section 12.2, and powers expressly contemplated hereby that the such Collateral Agent is shall not be required to exercise in writing take any action hereunder, except as directed by the Majority Administrative Agent. Upon the occurrence of an Event of Default, the Administrative Agent shall direct the Collateral Agent 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, either Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interest of the Lenders as Lenders. In no event, however, shall either Agent be necessary under required to take any action in violation of applicable law or of any provision of any Loan Document, and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) and Agents shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives such advice or concurrence of the Required Lenders as it deems appropriate and any further assurances of its indemnification from the Majority Lenders or the Lendersthat it may require, as applicableincluding prepayment of any related expenses and any other protection it requires against all costs, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b)expense, 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Administrative Agent shall be binding on all of the Lenders. If a Default or entitled to assume that no Event of Default has occurred or Unmatured Event of Default exists unless notified in writing to the contrary by the Collateral Agent, a Lender or a Loan Party, and is continuing, then the Collateral Agent shall be entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Administrative Agent, a Lender or a Loan Party. No Agent shall be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. Each Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as shall be reasonably directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03Required Lenders; provided, provided that, that unless and until the Administrative Agent Agents shall have received such directions, the Administrative each Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable in the best interests of the Lenders. In no eventAny instructions of the Required Lenders, howeveror of any other group of Lenders called for under the specific provisions of the Loan Documents, shall any Agent be required to take any action which exposes such Agent to personal liability binding upon all the Lenders and other holders of obligations under or which is contrary to this Agreement, supported by the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.

Action by Agents. Neither If the Administrative Agent receives from the Borrower a notice of an Event of Default pursuant to Section 10.3(f), the Administrative Agent shall have any duty promptly give each Lender notice thereof. The obligations of the Agents 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 discretionary action hereunder with respect to any Event of Default or exercise any discretionary powersUnmatured Event of Default, except discretionary rights as expressly provided in Section 12.2, and powers expressly contemplated hereby that the such Collateral Agent is shall not be required to exercise in writing take any action hereunder, except as directed by the Majority Administrative Agent. Upon the occurrence of an Event of Default, the Administrative Agent shall direct the Collateral Agent 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, either Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interest of the Lenders as Lenders. In no event, however, shall either Agent be necessary under required to take any action in violation of applicable law or of any provision of any Loan Document, and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) and Agents shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives such advice or concurrence of the Required Lenders as it deems appropriate and any further assurances of its indemnification from the Majority Lenders or the Lendersthat it may require, as applicableincluding prepayment of any related expenses and any other protection it requires against all costs, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b)expense, 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Administrative Agent shall be binding on all of the Lenders. If a Default or entitled to assume that no Event of Default has occurred or Unmatured Event of Default exists unless notified in writing to the contrary by the Collateral Agent, a Lender or a Loan Party, and is continuing, then the Collateral Agent shall be entitled to assume that no Event of Default or Unmatured Event of Default exists unless notified in writing to the contrary by the Administrative Agent, a Lender or a Loan Party. No Agent shall be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. Each Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as shall be reasonably directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03Required Lenders; provided, provided that, that unless and until the Administrative Agent Agents shall have received such directions, the Administrative each Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable in the best interests of the Lenders. In no eventAny instructions of the Required Lenders, howeveror of any other group of Lenders called for under the specific provisions of the Loan Documents, shall any Agent be required to take any action which exposes such Agent to personal liability binding upon all the Lenders and other holders of obligations under or which is contrary to this Agreement, supported by the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.

Action by Agents. Neither Administrative (a) Each Agent undertakes to perform such duties and only such duties as are specifically set forth in the Financing Documents. No Agent shall have any duty duties or responsibilities except those expressly set forth in the Financing Documents with respect to take any discretionary action or exercise any discretionary powerssuch Agent or, except discretionary rights for the Collateral Agents and powers expressly contemplated hereby that solely to the such Agent is extent required by applicable law, be a trustee or have any fiduciary obligation to exercise in writing as directed by any party hereto. Without limiting the Majority Lenders (or such other number or percentage generality of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b)foregoing, Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent with respect to personal liability or which is contrary to this Agreementany Default, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders except as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as expressly provided in Section 5.04(b), Section 8.13(cArticle 6. (b) or Section 12.02), and otherwise no No Agent shall be liable for any action taken error of judgment made in good faith by an officer or not taken by officers of such Agent, unless it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to shall be presumed unless otherwise conclusively determined by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the pertinent facts. (c) None of the provisions of the Financing Documents shall require any Agent, acting in its capacity as Agent, to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties thereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (d) Each Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) Whenever in the administration of the provisions of the Financing Documents any Agent shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by a final certificate signed by the officers of the relevant Person or Persons, as the case may be, and non-appealable judgmentdelivered to such Agent and such certificate or certificates, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted by it under the provisions of the Financing Documents upon the faith thereof. (f) or (ii) be responsible in any manner to Each Agent may execute any of the Lenders trusts or powers under the Financing Documents or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any recitalswillful misconduct or gross negligence on the part of any agent, statementsattorney, representations custodian or warranties made by nominee so appointed. (g) Any corporation or other Person into which any Specified Additional GuarantorAgent may be merged or converted or with which it may be consolidated, Credit Party or any officer thereof contained in this Agreement corporation resulting from any merger, conversion or consolidation to which such Agent shall be a party, or any other Loan Document Person succeeding to the business of such Agent shall be the successor of such Agent hereunder without the execution or in filing of any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement paper with any party hereto or any other Loan Document or for further act on the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure part of any Credit Party of the parties hereto except where an instrument of transfer or Specified Additional Guarantor assignment is required by law to perform its obligations hereunder or thereundereffect such succession, anything herein to the contrary notwithstanding.

Action by Agents. Neither (a) The obligations of each of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, each of the Agents shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided in Article VI. The duties of each Agent shall be administrative in nature. Subject to the provisions of Section 7.1, Section 7.5 and Section 7.6, each Agent shall administer the Loans in the same manner as each administers its own loans. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that the such Administrative Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicableRequired Banks, (or such c) except for notices, reports and other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02) specifying the action documents expressly required to be taken and (b) be indemnified furnished to its satisfaction the Banks by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Administrative Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuinghereunder, then the Administrative Agent shall take such action not have any duty or responsibility to provide any Bank with respect to such Default any credit or Event other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Default as shall be directed by the requisite Lenders Covered Party or any affiliate of the Covered Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys in the written instructions fact or affiliates and (with indemnitiesd) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such that - 58- (b) The Administrative Agent to personal liability or which is contrary to may execute any of its duties under this Agreement, Agreement and the other Loan Documents by or applicable lawthrough agents or attorneys in fact (including without limitation, a custodian to administer the Collateral) and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No The Administrative Agent shall (i) not be liable responsible for the negligence or misconduct of any action taken agents or not taken attorneys in fact selected by it with the consent or at the request reasonable care. In furtherance of the Majority Lendersforegoing, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as each Bank hereby authorizes the Administrative Agent shall believe in good faith to be necessary, enter into such documents and instruments as it deems reasonably necessary to implement its duties under this Agreement and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.

Action by Agents. Neither If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to and in compliance with the notice provisions hereof, the Administrative Agent shall have any duty promptly give each of the Lenders and L/C Issuer written notice thereof. The obligations of the Agents under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, no Agent shall be required to take any discretionary action hereunder with respect to any Default or exercise any discretionary powersEvent of Default, except discretionary rights as otherwise expressly provided for herein. Upon the occurrence of an Event of Default, the Collateral Agent shall take such action to enforce its Lien on the Collateral and powers expressly contemplated hereby that to preserve and protect the such Agent is required to exercise in writing Collateral as may be directed by the Majority Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be obligated to) take or refrain from taking such other number or percentage actions as it deems appropriate and in the best interests of the Lenders as and L/C Issuer. In no event, however, shall an Agent be necessary under the circumstances as provided required to take any action in Section 5.04(b)violation of applicable law or of any provision of any Loan Document, Section 8.13(c) or Section 12.02) and each Agent shall in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents Document unless it shall (a) receive written instructions first receives any further assurances of its indemnification from the Majority Lenders or the Lendersthat it may require, as applicable, (or such including prepayment of any related expenses and any other number or percentage of the Lenders as shall be necessary under the circumstances as provided in 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 protection it requires against any and all costs, expense, and liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Each Agent shall be binding on all of the Lenders. If a entitled to assume that no Default or Event of Default has occurred and is continuingexists unless notified in writing to the contrary by a Lender, then the L/C Issuer, or the Borrower. In all cases in which the Loan Documents do not require each Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take such or in taking any action with respect to such Default thereunder. Any instructions of the Required Lenders, or Event of Default as any other group of Lenders called for under the specific provisions of the Loan Documents, shall be directed by binding upon all the requisite Lenders in and the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests holders of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderObligations.

Action by Agents. Neither Administrative Each Agent shall have be entitled to use its discretion with respect to exercising or refraining from exercising any duty to take rights which may be vested in it on behalf of the Finance Parties by and under this Agreement or the Guarantees or any discretionary action or Security; provided, however, the Collateral Agents shall not exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that under Section 12.1 or under the such Agent is required Guarantees or the Security Documents or expressed to exercise in writing as directed by be on behalf of or with the approval of the Majority Lenders (without the written request, consent or such other number or percentage instructions of the Administrative Agent on behalf of and with the approval of the Majority Lenders as and shall not be liable for any such delay in acting. Furthermore, any rights of any Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the applicable Agent upon the request or instructions of the Majority Lenders. No Agent shall incur any liability to the Finance Parties under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary under or desirable in the circumstances as provided in Section 5.04(b)circumstances, Section 8.13(c) except for its gross negligence or Section 12.02) and wilful misconduct. Each Agent shall in all cases each Agent shall be fully justified protected in failing acting or refusing to act hereunder or refraining from acting under any other Loan of the Credit Documents unless it shall (a) receive written in accordance with the instructions from of the Administrative Agent on behalf of and with the approval of 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 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by to such Agent instructions shall be binding on all Finance Parties. In respect of any notice by or action taken by any Agent hereunder, the Obligors shall at no time be obliged to enquire as to the right or authority of such Agent to so notify or act. In acting under any of the Lenders. If a Default or Event Credit Documents in accordance with the instructions of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default or Event on behalf of Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No Agent shall (i) be liable for any action taken or not taken by it with the consent or at the request approval of the Majority Lenders, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Offshore Collateral Agent shall believe not be required to risk or expend its own funds in good faith performing any of its duties or obligations under such Credit Documents and is entitled to be necessary, under the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received fully indemnified by the Administrative Agent under other Finance Parties prior to performing such duties or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderobligations.

Action by Agents. Neither (a) The obligations of each of the Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, each of the Agents shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided in Article VI. The duties of each Agent shall be administrative in nature. Subject to the provisions of Section 7.1, Section 7.5 and Section 7.6, each Agent shall administer the Loans in the same manner as each administers its own loans. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that the such Administrative Agent is required to exercise in writing as 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 5.04(b), Section 8.13(c) or Section 12.02) and in all cases each Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicableRequired Banks, (or such other number or percentage of c) except as expressly set forth in the Lenders as shall be necessary under the circumstances as provided in Section 5.04(b)Loan Documents, 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 and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by such Agent shall be binding on all of the Lenders. If a Default or Event of Default has occurred and is continuing, then the Administrative Agent shall take such action with respect not have any duty to such Default disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or Event any of Default as shall be directed its Consolidated Subsidiaries that is communicated to or obtained by the requisite Lenders bank serving as Administrative Agent or any of its Affiliates in the written instructions any capacity and (with indemnitiesd) described in this Section 11.03, 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 or Event of Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall any Agent be required to take any action which that (in its opinion or the opinion of its counsel) exposes such Agent it to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. No . (b) The Syndication Agents and Documentation Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. (ic) The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact (including without limitation, a custodian to administer the Collateral) and shall be liable entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any action taken agents or not taken attorneys in fact selected by it with the consent or at the request reasonable care. In furtherance of the Majority Lendersforegoing, the Supermajority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary, or as each Bank hereby authorizes the Administrative Agent shall believe in good faith to be necessary, enter into such documents and instruments as it deems reasonably necessary to implement its duties under this Agreement and the circumstances as provided in Section 5.04(b), Section 8.13(c) or Section 12.02), and otherwise no Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct (the absence of which is to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Specified Additional Guarantor, Credit Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Credit Party or Specified Additional Guarantor to perform its obligations hereunder or thereunderDocuments.