Common use of Failure to Act Clause in Contracts

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent by it for reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action, subject to the limitations on such obligations contained in such Section 13.05.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 14.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan DocumentsFinancing Agreements, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the any other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability (except gross negligence and willful misconduct) and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 12.6 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Operative Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 7.5 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 9.9 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documentsany Note, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 11.03 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder hereunder, or under the other Loan Security Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action, except for its own gross negligence or willful misconduct.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documentsdocuments, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 8.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Credit Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, under the Letters of Credit and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative and Collateral Agent hereunder or and under the other Loan DocumentsFinancing Agreements, the Administrative and Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan DocumentsDocuments and the Environmental Indemnity Agreement, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its reasonable satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 10.13 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.Credit Agreement ----------------

Failure to Act. Except for action expressly required of the Administrative Agent or the Documentation Agent hereunder or under the other Loan Other Documents, the Administrative Agent and the Documentation Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 12.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense expenses which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Credit Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 8.06 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 3.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 8.5 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, under the Letters of Credit and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 against any and all liability Liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 8.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 SECTION 10.5 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 15.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under this Agreement and under the other Loan DocumentsTransaction Documents to which the Administrative Agent is intended to be a party, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder under this Agreement and thereunder under the other Transaction Documents unless it shall receive further assurances to its reasonable satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of Notwithstanding anything else to the Administrative Agent hereunder contrary herein or under the other in any Loan DocumentsDocument, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder or under any Loan Document unless it shall first be indemnified and/or receive further assurances security to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability liability, cost and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which (other than any liability or expense that results from its gross negligence or willful misconduct) that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.7 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or under the other Loan DocumentsPledge Agreements, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability (except gross negligence and willful misconduct) and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or under the other Loan Security Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability (except gross negligence and willful misconduct) and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.04 against any and all liability and expense which that may be incurred by the Administrative Agent by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the The Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Basic Document unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action. In addition, the Administrative Agent shall have no obligation whatsoever for any action which it reasonably and in good faith believes may violate applicable law.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 8.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Transaction Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 11.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 SECTION 10.5 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan DocumentsDocuments and the Environmental Indemnity Agreement, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.12 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents(subject to Section 7.3), the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 7.6 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder hereunder, or under the other Loan Security Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under any of the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it Administrative Agent shall receive further assurances to its Administrative Agent’s complete satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 9.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent by reason of taking, Administrative Agent taking or continuing to take, take or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under any of the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it the Administrative Agent shall receive further assurances to its the Administrative Agent’s complete satisfaction by the Banks from Lenders of their indemnification obligations under Section 7.05 8.6(c) hereof against any and all liability and expense which that may be incurred by the Administrative Agent by reason of taking, the Administrative Agent taking or continuing to take, take or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Credit Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentsany Related Document, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder or any Related Document unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 9.05 against any and all liability and expense which may be incurred by the it in its capacity as Administrative Agent hereunder by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required hereunder, and under the Loan Documents, of the Administrative Agent hereunder or under the other Loan DocumentsDocumentation Agent, as the case may be, the Administrative Agent and the Documentation Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder or thereunder, unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Security Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 Lenders against any and all liability (except gross negligence and willful misconduct) and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense expenses which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.5 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 14.4 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.Section

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the any other Loan DocumentsDocument, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.5 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentsany Related Document, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder or any Related Document unless it shall receive further assurances to its satisfaction by from the Banks Purchasers of their indemnification obligations under Section 7.05 9.05 against any and all liability and expense which may be incurred by the it in its capacity as Administrative Agent hereunder by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.12 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its reasonable satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 12.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder under this Agreement and thereunder the other Loan Documents unless it shall receive further assurances be indemnified to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense expenses which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, of the Administrative Agent hereunder, the Agent and the Administrative Agent each shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it they shall receive further assurances to its the satisfaction by of each from the Banks Lenders of their indemnification obligations under Section 7.05 12.5 hereof against any and all liability and expense which may be incurred by the Agent or the Administrative Agent by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Administrative Agent hereunder or under the other Loan Documentshereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder hereun- der and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability li- ability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or hereunder, under the Letters of Credit and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks Lenders of their indemnification obligations under Section 7.05 9.05 hereof against any and all liability and expense which may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 13.05 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Administrative Agent hereunder or under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 8.05 against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking, continuing to take, or failing to take any such action.

Failure to Act. Except for action actions expressly required of the Administrative Agent hereunder or hereunder, and under the other Loan Credit Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 9.12 against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.”

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive Credit Agreement further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the --------------- Administrative Agent hereunder or and under the other Loan Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 10.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder or and under the other Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 7.05 11.05 hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.

Failure to Act. Except for action expressly required of the an Administrative Agent hereunder or and under the other Loan Operative Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction by from the Banks Loan Participant of their indemnification obligations under Section 7.05 14(e) hereof against any and all liability and expense which that may be incurred by the Administrative Agent it by reason of taking, taking or continuing to take, or failing to take any such action.