Common use of Action by Administrative Agent Clause in Contracts

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default shall not be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) shall not be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents except as are expressly set forth therein.provided in Article 6; (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required tohave any duty to take any discretionary action or exercise any discretionary powers, exercise its discretion to act except discretionary rights and powers expressly contemplated hereby or not act, EXCEPT under any Loan or issuance of a Letter of Credit hereunder that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon the Administrative Agent and all the Lendersexpressly provided for herein or any borrowing or issuance of a Letter of Credit hereunder), PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document borrowing or to issuance of a Letter of Credit hereunder 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in the reasonable judgment violation of the Administrative Agent, in substantial risk of liability to the Administrative Agent.any Debtor Relief Law; and (d) If shall not, except as expressly set forth herein or under any Loan or issuance of a Letter of Credit hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have an officer of the Administrative Agent (or the Lender that is then the Administrative Agent) who is responsible for the administration of the Revolving Facility has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED ; provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED ; provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders, until such time as it receives such a notice from the Requisite Lenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting as instructed by the Requisite Lenders, or for refraining from acting, or not acting, as if so instructed by the Requisite Lenders (or or, in each case, all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower and the Co-Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act -------- or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.------ Section

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has actual knowledge of the Event of Default, has received notice from a Parent or any the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender that Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.210.02) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agentlaw. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has received a notice specified in clause (a)occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Majority Banks (or all of all the LendersBanks, to the extent required by Section 11.210.02), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable Law law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or would resultEvent of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, 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 or in the reasonable judgment best interest of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.210.02), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent Agent, the Issuing Bank and the Swing Line Bank may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not: (a) The Administrative Agent may assume that no Default be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents except as are expressly set forth therein.provided in Article 6; (c) EXCEPT for have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in the contemplated hereby or under any Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT hereunder that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon the Administrative Agent and all the Lendersexpressly provided for herein or any borrowing hereunder), PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document borrowing hereunder or to 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in the reasonable judgment violation of the Administrative Agent, in substantial risk of liability to the Administrative Agent.any Debtor Relief Law; and (d) If except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default shall not be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) shall not be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.; (c) EXCEPT for shall not have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in contemplated hereby or by the other Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be required to act expressly provided for herein or not act upon in the instructions of the Requisite Lenders (or of all the Lendersother Loan Documents), to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or to 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Bank in the reasonable judgment violation of the Administrative Agent, in substantial risk of liability to the Administrative Agent.any Debtor Relief Law; and (d) If shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default shall not be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) shall not be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.; (c) EXCEPT for shall not have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in contemplated hereby or by the other Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be required to act expressly provided for herein or not act upon in the instructions of the Requisite Lenders (or of all the Lendersother Loan Documents), to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or to 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law; (d) shall not, except as expressly set forth herein and in the reasonable judgment other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arrangers or any of their Related Parties in substantial risk any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein; and (e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of liability any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties shall be mechanical and administrative in nature. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default or Event shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.; (b) The Administrative Agent has only those obligations under shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon expressly provided for herein or in the Administrative Agent and all the Lenders, PROVIDED other Loan Documents); provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or to applicable 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the reasonable judgment other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary of the Administrative Agent, in substantial risk Borrower or any other Affiliate of liability the foregoing that is communicated to or obtained by the Administrative Agent. (d) If Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may assume that no Default be vested in them or Event any of Default has occurred them by, and is continuingwith respect to taking or refraining from taking any action or actions which they may be able to take under or in respect of, this Agreement, unless they the Administrative Agent shall have received notice been instructed by the Majority Banks to exercise or refrain from a Parent exercising such rights or to take or refrain from taking such action; PROVIDED that the Administrative Agent shall not exercise any Borrower stating rights under Section 8.2(a) of this Agreement without the nature request of the Default or Event of Default or have received notice from a Lender stating Majority Banks (or, where expressly required, all the nature Banks) unless time is of the Default essence, in which case, such action can be taken at the request of the Administrative Agents. The Administrative Agent shall incur no liability under or Event in respect of Default and that such Lender considers this Agreement with respect to anything which it may do or refrain from doing in the Default reasonable exercise of its judgment or Event of Default which may seem to have occurred and it to be continuingnecessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, nonappealable judicial order of a court having jurisdiction over the subject matter. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion liable to act the Banks or not act, EXCEPT that to any Bank or the Administrative Agent shall be required to act Borrower or not act upon any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Requisite Lenders Majority Banks (or of or, where expressly required, all the LendersBanks), and any action taken or failure to the extent required by Section 11.2) and those act pursuant to such instructions shall be binding upon the Administrative Agent and on all the Lenders, PROVIDED that the Banks. The Administrative Agent shall not be required obligated to act or not act if to do so would be take any action which is contrary to any Loan Document law or which would in such Person's reasonable opinion subject such Person to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agentliability. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be ---- binding upon the Administrative Agent and all the Lenders, PROVIDED provided that -------- the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice - thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED ---- provided that the Administrative Agent shall not be required to act or not -------- act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the ---- Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any ---- other provision hereof.

Action by Administrative Agent. (a) The ------------------------------ obligations of the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating hereunder are only those expressly set forth herein. Without limiting the nature generality of the Default or Event of Default or foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. The Administrative Agent shall not have received notice from a Lender stating the nature by reason of the Default execution and delivery of the Loan Documents to which it is a party, the performance of any of its obligations thereunder, or Event by the use of Default and that such Lender considers the Default term "Administrative Agent", a fiduciary relationship in respect of any Bank or Event of Default to have occurred and to be continuingthe Borrower. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuingwriting or electronically and, if electronically, the Administrative Agent maywill also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, but of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required toto exercise any discretion or take any action, exercise its discretion to act or not act, EXCEPT that the Administrative Agent but shall be required to act or not act to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or of all the LendersRequired Banks, to the extent required by Section 11.2) and those such instructions shall be binding upon the Administrative Agent and all the LendersBanks; provided, PROVIDED however, that the Administrative Agent shall not be required to act or not act if to do so would be contrary to take any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If action that exposes the Administrative Agent has received a notice specified to personal liability or that is contrary to this Agreement or applicable law. If the Borrower shall have made any payment of principal of and interest on the Loans or any other amount due hereunder in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders accordance with Article II hereof and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be required to act received (other than as a result of any shutdown of or not act if to do so would be contrary to disturbance in any Loan Document payment system or to applicable Law any other event or would result, in circumstance beyond the reasonable judgment control of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent), then the Administrative Agent, Agent shall pay such proper share to such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to such Bank. If any Bank transfers funds to the Administrative Agent in its sole discretion, may act or not act as it deems advisable for the protection anticipation of the interests making of a Loan that is subsequently not made, then the Creditors. (e) The Administrative Agent agrees to repay such funds to such Bank upon the receipt of a notice from such Bank requesting the repayment of such funds, together with interest thereon at the Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed received a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereofAdministrative Agent to such Bank.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the ------ Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to ------ act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those ---- instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.be (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall ---- -------- not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the Lenders------ Banks, if required under Section 11.2) fail, for five Business (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2), notwithstanding any ---- other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower the Company stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, to exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.29.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, Agent in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (aSection 8.5(a), the Administrative Agent recipient of such notice shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.29.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in a substantial risk of liability to the Administrative Agent. (e) The Administrative Agent shall not have any liability to any Lender for acting, and EXCEPT that if or not acting, as instructed by the Requisite Majority Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.29.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default shall not be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) shall not be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents except as are expressly set forth therein.provided in Article 6; (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required tohave any duty to take any discretionary action or exercise any discretionary powers, exercise its discretion to act except discretionary rights and powers expressly contemplated hereby or not act, EXCEPT under any Loan hereunder that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such #95372686v23 other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon the Administrative Agent and all the Lendersexpressly provided for herein or any borrowing hereunder), PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document borrowing hereunder or to 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in the reasonable judgment violation of the Administrative Agent, in substantial risk of liability to the Administrative Agent.any Debtor Relief Law; and (d) If shall not, except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has actual knowledge of the Event of Default, has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender that Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.210.02) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agentlaw. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has received a notice specified in clause (a)occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Majority Banks (or all of all the LendersBanks, to the extent required by Section 11.210.02), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable Law law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or would resultEvent of Default as may be requested by the Majority Banks in accordance with Article 8; provided, however, that unless and until the Administrative Agent has received any such request, 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 or in the reasonable judgment best interest of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.210.02), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent and the Issuing Lender may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower the Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default (other than the failure to make a payment of principal or Event of Default interest when due) has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon comply with the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.212.1) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a)) or has actual knowledge of the existence of a Default, the Administrative Agent shall immediately promptly give notice thereof to the Lenders Banks and shall act or not act upon comply with the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.212.1), PROVIDED provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.212.1) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower Representative stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.212.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.212.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any the Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law Laws or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.213.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders, until such time as it receives such a notice from the Requisite Lenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting as instructed by the Requisite Lenders, or for refraining from acting, or not acting, as if so instructed by the Requisite Lenders (or or, in each case, all the Lenders, if required under Section 11.213.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default (other than the failure to make a payment of principal or Event of Default interest when due) has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon comply with the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.1) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a)) or has actual knowledge of the existence of a Default, the Administrative Agent shall immediately promptly give notice thereof to the Lenders and shall act or not act upon comply with the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.219.1), PROVIDED provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.219.1) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent the Tribe or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that -------- the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative AgentAgent . (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2), PROVIDED provided that the Administrative Agent shall not be required to act or not -------- act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 11.213.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders, until such time as it receives such a notice from the Requisite Lenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting as instructed by the Requisite Lenders, or for refraining from acting, or not acting, as if so instructed by the Requisite Lenders (or or, in each case, all the Lenders, if required under Section 11.213.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the 91 Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower the Obligors stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lendersother Creditors, PROVIDED that and (ii) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (b) The Administrative Agent may assume that no Default or Event of Default has occurred, unless the Administrative Agent has actual knowledge of the Default or Event of Default, has received notice from the Company stating the nature of the Default or Event of Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that the Bank considers the Default or Event of Default to have occurred. (c) EXCEPT If the Administrative Agent has actual knowledge of a Default or Event of Default, has received notice from the Company stating the nature of a Default or Event of Default or has received notice from a Bank stating the nature of a Default or Event of Default, the Administrative Agent shall promptly give notice thereof to the Banks. (d) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred and is continuingoccurred, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that (i) the Administrative Agent may, if it elects to do so in its sole discretion, suspend the taking of any action pending receipt of instructions or authorizations from the Majority Banks of the action to be taken and (ii) the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative AgentLaw. (de) If the Administrative Agent has received a notice specified in clause (a)knowledge that an Event of Default has occurred, the Administrative Agent shall immediately promptly give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative AgentLaw, and EXCEPT except that if the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, fail to instruct the Administrative Agent, then Agent within the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.time periods set forth in

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that -------- the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required -------- to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under ------ Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in ------ the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall ------ be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) ------------ and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be -------- required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give ---------- notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided ------------ -------- -92- that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except ------ that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice ------------ from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), ------------ notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent Agent, the Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2), PROVIDED that the Administrative Agent shall not be required to act or 77 not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.212.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Requi- site Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative AgentA- gent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days -74- 81 after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower and the Co-Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act -------- or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.and

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for Both before and after any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuingDefault, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or all of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial a risk of liability to the Administrative Agent. (d) If . The Administrative Agent may, without the consent of the Majority Banks, take such actions and exercise such discretion as is specified herein. In addition, should the Administrative Agent has received propose a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof course of conduct with respect to the Lenders and shall act or not act upon the instructions administration of the Requisite Lenders Loan Documents in writing to the Banks and should the Majority Banks (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the LendersBanks, if unanimous approval of such action is required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative AgentAgent of the proposed course of action, to instruct the Administrative AgentAgent to the contrary, then the Administrative Agent, in its sole discretion, may act or not act as it the Administrative Agent deems advisable for the protection pursuant to such course of the interests of the Creditorsconduct. (ed) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.2) or as permitted under clause (c), above, notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the ------ Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the ---- Administrative Agent and all the Lenders, PROVIDED provided that the Administrative -------- Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required ---- -------- to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any ---- other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Required Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Required Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Required Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lendersother Creditors, PROVIDED that and (ii) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.212.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.212.2) fail, for five ten Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.212.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower the Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lendersor, to the extent if required by Section 11.2, another group of the Lenders) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lendersor, to the extent if required by Section 11.2, another group of the Lenders), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lendersor, if required under by Section 11.2, another group of the Lenders) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lendersor, if required under by Section 11.2, another group of the Lenders), notwithstanding any other provision hereof. (f) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (g) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting Property in which the Borrowers or any of their Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrowers or any of their Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.5(g). (h) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrowers or any of their Subsidiaries) that the Obligations are not and shall not be secured by any real property collateral now or hereafter acquired by such Lender unless all of the Lenders otherwise agree.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from the Company or a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, to exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.212.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, Agent in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (aSection 11.5(a), the Administrative Agent recipient of such notice shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.212.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in a substantial risk of liability to the Administrative Agent. (e) The Administrative Agent shall not have any liability to any Lender for acting, and EXCEPT that if or not acting, as instructed by the Requisite Majority Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.212.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be ---- binding upon the Administrative Agent and all the Lenders, PROVIDED provided that -------- the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice - thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required ---- -------- to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any ---- other provision hereof.

Action by Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties shall be mechanical and administrative in nature. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default or Event shall not have by reason of this Agreement a fiduciary relationship in respect of any Xxxxxx, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.; (b) The Administrative Agent has only those obligations under shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon expressly provided for herein or in the Administrative Agent and all the Lenders, PROVIDED other Loan Documents); provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to any Loan Document or to applicable 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 would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the reasonable judgment other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary of the Administrative Agent, in substantial risk Borrower or any other Affiliate of liability the foregoing that is communicated to or obtained by the Administrative Agent. (d) If Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Bank that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations duties under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.210.1) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause subsection (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders (Banks, or of all the LendersBanks, to the extent as required by Section 11.2)hereunder, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (Banks, or all the LendersBanks, if required under Section 11.2) hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders (Banks, or all the LendersBanks, if required under Section 11.2)hereunder, notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The obligations of the Administrative Agent may hereunder are only those expressly set forth herein and its duties are entirely mechanical and administrative in nature. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Banks. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article VI. The Administrative Agent does not assume that no and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing, unless they have received notice from a Parent continuing (and it is understood and agreed that the use of the term “agent” (or any Borrower stating similar term) herein or in any other Loan Document with reference to the nature Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default any applicable law, and that such Lender considers term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Default or Event Administrative Agent based on an alleged breach of Default to have occurred and to be continuingfiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuingwriting or electronically and, if electronically, the Administrative Agent maywill also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, but of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required toto exercise any discretion or take any action, exercise its discretion to act or not act, EXCEPT that the Administrative Agent but shall be required to act or not act to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or of all the LendersRequired Banks, to the extent required by Section 11.2) and those such instructions shall be binding upon the Administrative Agent and all the LendersBanks; provided, PROVIDED however, that the Administrative Agent shall not be required to act or not act if to do so would be contrary to take any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. action that (di) If exposes the Administrative Agent has received a notice specified in clause to personal liability or that is contrary to this Agreement or applicable law or (a), ii) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Banks with respect to such action. If the Borrower shall immediately give notice thereof to have made any payment of principal of and interest on the Lenders Loans or any other amount due hereunder in accordance with Article II hereof and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be required to act received (other than as a result of any shutdown of or not act if to do so would be contrary to disturbance in any Loan Document payment system or to applicable Law any other event or would result, in circumstance beyond the reasonable judgment control of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent), then the Administrative Agent, Agent shall pay such proper share to such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to such Bank. If any Bank transfers funds to the Administrative Agent in its sole discretion, may act or not act as it deems advisable for the protection anticipation of the interests making of a Loan that is subsequently not made, then the Creditors. (e) The Administrative Agent agrees to repay such funds to such Bank upon the receipt of a notice from such Bank requesting the repayment of such funds, together with interest thereon at the Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed received a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereofAdministrative Agent to such Bank.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent may assume that no Default shall not be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) shall not be subject to any fiduciary or Event other implied duties, regardless of whether a Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents except as are expressly set forth therein.provided in Article 6; (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required tohave any duty to take any discretionary action or exercise any discretionary powers, exercise its discretion to act except discretionary rights and powers expressly contemplated hereby or not act, EXCEPT under any Loan hereunder that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Requisite Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions Lenders as shall be binding upon expressly provided for herein or the Administrative Agent and all the Lendersborrowing hereunder), PROVIDED provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if the opinion of its counsel, may expose the Administrative Agent to do so would be liability or that is contrary to the borrowing hereunder or applicable law, including for the avoidance of doubt any Loan Document or to applicable action that may be in violation of the automatic stay under any Debtor Relief Law or would resultthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in the reasonable judgment violation of the Administrative Agent, in substantial risk of liability to the Administrative Agent.any Debtor Relief Law; and (d) If shall not, except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent has received a notice specified or any of its Affiliates in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorscapacity. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Bank that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations duties under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.210.1) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause subsection (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders (Banks, or of all the LendersBanks, to the extent as required by Section 11.2)hereunder, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (Banks, or all the LendersBanks, if required under Section 11.2) hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders (Banks, or all the LendersBanks, if required under Section 11.2)hereunder, notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent Agent, the relevant Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT PROVIDED that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lendersother Creditors, PROVIDED that and (ii) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Credit Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Credit Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Required Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lendersother Creditors, PROVIDED that and (ii) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Credit Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Lenders, which notice shall specify a requested action with respect thereto (such notice, a "Default Action Request"), and shall act or not act upon the instructions of the Requisite Required Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Credit Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that (ii) if the Requisite Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice the Default Action Request from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, Agent shall (A) treat such failure to respond as an affirmative response to the Default Action Request and (B) act in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditorsaccordance therewith. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Required Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless they the Administrative Agent and the Swing Line Lender have received written notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received written notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. The Arranger has no obligations under the Loan Documents, although it is an intended third party beneficiary of those Sections of this Agreement which refer to the Arranger. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except ------ that the Administrative Agent shall be required to act or not act upon the instructions instruc- tions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.2this Agreement) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a written notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the --- Lenders and shall act or not act upon the instructions of the Requisite Majority Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative ---- -------- Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Majority Lenders (or all the ------ Lenders, if required under Section 11.2this Agreement) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Majority Lenders (or all the Lenders, if required under Section 11.2this Agreement), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender Xxxxxx considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower and the Co-Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the -------- Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act -------- or not act if to do so would be contrary to any Loan Document or to applicable Law or would could result, in the reasonable judgment of the Administrative Agent, in substantial a material risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Banks (or all the LendersBanks, if required under ------ Section 11.2) fail, for five Business Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Banks (or all the LendersBanks, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks, until such time as it receives such a notice from the Majority Banks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, acting as instructed by the Requisite Lenders Majority Banks, or for refraining from acting, if so instructed by the Majority Bank (or or, in each case, all the LendersBanks, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has actual knowledge of the Event of Default, has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender that Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Majority Banks (or of all the LendersBanks, to the extent required by Section 11.210.02) and those instructions shall be binding upon the Administrative Agent and all the LendersBanks, PROVIDED Table of Contents provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agentlaw. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has received a notice specified in clause (a)occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Majority Banks (or all of all the LendersBanks, to the extent required by Section 11.210.02), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable Law law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or would resultEvent of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, 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 or in the reasonable judgment best interest of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Majority Banks (or all the LendersBanks, if required under Section 11.210.02), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has received notice from a Parent the Tribe or any Borrower stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that -------- the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.213.2), PROVIDED provided that the Administrative Agent shall not be required to act or not -------- act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 11.213.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders, until such time as it receives such a notice from the Requisite Lenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting as instructed by the Requisite Lenders, or for refraining from acting, or not acting, as if so instructed by the Requisite Lenders (or or, in each case, all the Lenders, if required under Section 11.213.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent Agent, the relevant Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent has actual knowledge of the Default or Event of Default, has received notice from a Parent or any Borrower stating the nature of the Default or Event of Default Default, or have has received notice from a Lender Bank stating the nature of the Default or Event of Default and that such Lender Bank considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of Borrower or any of its Subsidiaries, although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders Line A Majority Banks (or of all the Lenders- 98 - 104 Line A Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line B/C Obligations and those instructions shall be binding upon the Administrative Agent and all the LendersLine A Banks or Line B/C Banks, PROVIDED as the case may be, provided that the Administrative Agent shall not be required to act or not act if to do so would, in the reasonable judgment of the Administrative Agent, expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agentlaw. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Requisite Lenders Line A Majority Banks (or of all the LendersLine A Banks, to the extent required by Section 11.2), PROVIDED that ) with respect to the Administrative Agent shall not be required to act Line A Obligations or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment instructions of the Administrative Agent, in substantial risk Line B/C Majority Banks (or of liability all the Line B/C Banks to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if extent required under by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations fail, for five Business three (3) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsBanks. (e) The Administrative Agent shall have no liability to any Creditor Bank for acting, or not acting, as instructed by the Requisite Lenders Line A Majority Banks (or all the LendersLine A Banks, if required under Section 11.2)) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations, notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower the Company stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations duties under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.210.01) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause subsection (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (Lenders, or of all the Lenders, to the extent as required by Section 11.2)hereunder, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (Lenders, or all the Lenders, if required under Section 11.2) hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (Lenders, or all the Lenders, if required under Section 11.2)hereunder, notwithstanding any other provision hereof.

Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless they have the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Parent or any Borrower Borrowers stating the nature of the Default or Event of Default or have has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (c) EXCEPT Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT except that the 109 Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.214.2), PROVIDED provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT except that if the Requisite Lenders (or all the Lenders, if required under Section 11.214.2) fail, for five Business (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the CreditorsLenders. (e) The Administrative Agent shall have no liability to any Creditor Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.214.2), notwithstanding any other provision hereof.

Action by Administrative Agent. If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to Section 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 9.2 and 9.5, and shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent may (abut shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or is in violation of applicable law or of any provision of any Loan Document (including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law), and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent may shall be entitled to assume that no Default or Event of Default has occurred and is continuing, exists unless they have received notice from a Parent or any Borrower stating notified in writing to the nature of the Default or Event of Default or have received notice from contrary by a Lender stating or the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under Borrower. In all cases in which the Loan Documents as are expressly set forth therein. (c) EXCEPT for any obligation expressly set forth in the Loan Documents and as long as do not require the Administrative Agent may assume that no Event of Default has occurred and is continuingto take specific action, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, EXCEPT that the Administrative Agent shall be required fully justified in using its discretion in failing to act take or not act upon the in taking any action thereunder. Any instructions of the Requisite Lenders (Required Lenders, or of all any other group of Lenders called for under the Lendersspecific provisions of the Loan Documents, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative AgentSecured Parties. (d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Creditors. (e) The Administrative Agent shall have no liability to any Creditor for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.