Common use of Duties of the Administrative Agent Clause in Contracts

Duties of the Administrative Agent. (a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Exchange Note Default or a Lending Facility Default: (i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and (iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement. (f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1. (h) The Administrative Agent will not be charged with knowledge of the occurrence of any Lending Facility Default or Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer of the Administrative Agent has actual knowledge of such occurrence or (ii) written notice of such occurrence has been given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

Duties of the Administrative Agent. (a) If an Exchange Note Default Default, an Early Termination Event or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s own affairs., (b) Except during the continuance of an Exchange Note Default Default, an Early Termination Event or a Lending Facility Default: (i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faith, negligence or willful misconduct faith on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, provided that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.27.02; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible an Authorized Officer of the Administrative Agent unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and (iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VISix. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law law, this Agreement or this Agreementthe other Basic Documents. The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may otherwise agree with the Borrower. The preceding sentence shall not limit any obligation that the Administrative Agent, in its individual capacity as a national bank, may have under any Permitted Investment on which it is the obligor. (fe) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, Agent is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this AgreementAgreement if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (gf) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1Section. (hg) The Administrative Agent will not be charged with knowledge of the occurrence of any Lending Potential Facility Default or Default, Facility Default, Potential Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Default, Exchange Note Default Default, Potential Early Termination Event or any other event Early Termination Event unless either (i) a Responsible an Authorized Officer of the Administrative Agent has actual knowledge of such occurrence or (ii) written notice of such occurrence has been given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

Duties of the Administrative Agent. (a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuingUnless otherwise specified in this Agreement, the Administrative Agent will exercise shall perform the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Exchange Note Default or a Lending Facility Defaultfollowing duties: (i) the Administrative Agent undertakes ensure that all conditions precedent to perform such duties any Advance have been fulfilled or waived in accordance with, and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faithsubject to, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2; (ii) receive and distribute each Lender's Applicable Percentage of an Advance to the Administrative Agent will not be liable for any error Borrower in accordance with the terms of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; andthis Agreement; (iii) use reasonable efforts to collect promptly all sums due and payable by the Administrative Agent will not be liable Borrower under this Agreement and distribute all payments received from the Borrower to each Lender in accordance with such Lender's Applicable Percentage and the terms of this Agreement; (iv) hold and execute, as agent on behalf of the Lenders, the Security Documents or collateral and take all required steps to perfect (whether by registration, possession, control or otherwise) and maintain the Security Documents; for greater certainty, the Agent, as part of its duties as Agent, is authorized to act as hypothecary representative of the Lenders for the purposes of any hypothec granted by any Loan Party pursuant to article 2692 of the Civil Code of Quebec; (v) release and discharge the security interest of the Lenders under the Security Documents with respect to any action it takes property or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except assets to the extent required necessary to complete any disposition permitted by law or this Agreement.; (fvi) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement hold all legal documents relating to the conduct or affecting Credit Facility, maintain complete and correct records showing the liability of or affording protection Advance made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Agent is subject to the provisions of this Section 7.1.Lenders and all other sums received by the Agent and allow each Lender and its advisors to examine such accounts, records and documents at its own expense, and provide any Lender upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender's expense; (hvii) The Administrative promptly forward to each Lender, upon receipt, copies of: (x) all financial information received from the Borrower; (y) an up-to-date loan status report; and (z) other notices, correspondence or information received by the Agent will not be charged with knowledge from the Borrower or Guarantors involving or relating to the Lenders; (viii) promptly forward to each Lender, upon request and at the expense of such Lender, copies of the Loan Documents; (ix) promptly notify each Lender of the occurrence of any Lending Facility Default or Exchange Note Event of Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer of which the Administrative Agent has actual knowledge of such occurrence or knowledge; and (iix) written notice of such occurrence has been except as otherwise provided in this Agreement, act in accordance with any instructions given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such Required Lenders or all the Lenders, as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstancesapplicable.

Duties of the Administrative Agent. (a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Exchange Note Default or a Lending Facility Default: (i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer an Authorized Person unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and (iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement. (f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1. (h) The Administrative Agent will not be charged with knowledge of the occurrence of any Lending Facility Default or Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer an Authorized Person of the Administrative Agent has actual knowledge of such occurrence or (ii) written notice of such occurrence has been given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

Duties of the Administrative Agent. (a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuingUnless otherwise specified in this Agreement, the Administrative Agent will exercise shall perform the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Exchange Note Default or a Lending Facility Defaultfollowing duties: (i) the Administrative Agent undertakes ensure that all conditions precedent to perform such duties any Advance have been fulfilled or waived in accordance with, and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faithsubject to, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2; (ii) receive and distribute each Lender’s Applicable Percentage of an Advance to the Administrative Agent will not be liable for any error Borrower in accordance with the terms of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; andthis Agreement; (iii) use reasonable efforts to collect promptly all sums due and payable by the Administrative Agent will not be liable Borrower under this Agreement and distribute all payments received from the Borrower to each Lender in accordance with such Lender’s Applicable Percentage and the terms of this Agreement; (iv) hold and execute, as agent on behalf of the Lenders, the Security Documents or collateral and take all required steps to perfect (whether by registration, possession, control or otherwise) and maintain the Security Documents; for greater certainty, the Agent, as part of its duties as Agent, is authorized to act as hypothecary representative of the Lenders for the purposes of any hypothec granted by any Loan Party pursuant to article 2692 of the Civil Code of Quebec; (v) release and discharge the security interest of the Lenders under the Security Documents with respect to any action it takes property or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except assets to the extent required necessary to complete any disposition permitted by law or this Agreement.; (fvi) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement hold all legal documents relating to the conduct or affecting Credit Facility, maintain complete and correct records showing the liability of or affording protection Advance made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Agent is subject to the provisions of this Section 7.1.Lenders and all fees or any other sums received by the Agent and allow each Lender and its advisors to examine such accounts, records and documents at its own expense, and provide any Lender upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender’s expense; (hvii) The Administrative promptly forward to each Lender, upon receipt, copies of: (w) all financial information received from the Borrower; (x) the Drawdown Request; (y) an up-to-date loan status report; and (z) other notices, correspondence or information received by the Agent will not be charged with knowledge from the Borrower or Guarantors involving or relating to the Lenders; (viii) promptly forward to each Lender, upon request and at the expense of such Lender, copies of the Loan Documents; (ix) promptly notify each Lender of the occurrence of any Lending Facility Default or Exchange Note Event of Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer of which the Administrative Agent has actual knowledge of such occurrence or knowledge; and (iix) written notice of such occurrence has been except as otherwise provided in this Agreement, act in accordance with any instructions given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such Required Lenders or all the Lenders, as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstancesapplicable.

Duties of the Administrative Agent. (a) If an Exchange Note Default Default, an Early Termination Event or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Exchange Note Default Default, an Early Termination Event or a Lending Facility Default: (i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, provided that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 7.01 does not limit Section 7.27.02; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer an Authorized Person unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and (iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the BorrowerBorrowers. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement. (f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.17.01. (h) The Administrative Agent will not be charged with knowledge of the occurrence of any Lending Potential Facility Default or Default, Facility Default, Potential Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Default, Exchange Note Default Default, Potential Early Termination Event or any other event Early Termination Event unless either (i) a Responsible Officer an Authorized Person of the Administrative Agent has actual knowledge of such occurrence or (ii) written notice of such occurrence has been given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

Duties of the Administrative Agent. The Administrative Agent shall: (A) perform the following functions: (a) If an Exchange Note Default monitor each of the Co-Issuers’, the Transaction Manager’s, the Master Manager’s, the Employee Company Manager’s and the Replacement Manager’s compliance with its obligations under the Indenture Documents and the Related Documents solely (i) by confirming that any report, certificate or a Lending Facility Default has occurred notice prepared by it pursuant to any Related Document and is continuing, received by the Administrative Agent will exercise is complete on its face, (ii) by verifying the rights calculations included in the Weekly Manager’s Certificates, Monthly Manager’s Certificates and powers vested Noteholders’ Statements, as set forth on Schedule 10.1(a); provided that in verifying such calculations the Administrative Agent shall be permitted to base its calculations and conclusions solely on the data supplied to it by this Agreement the Co-Issuers, the Transaction Manager, the Master Manager, the Employee Company Manager and use the same degree of care Replacement Manager, as applicable, and skill in their exercise (iii) by confirming such other information as a prudent Person would exercise the Co-Issuers or use under the circumstances in the conduct of such Person’s own affairs. Control Party may reasonably request; (b) Except during to the continuance of an Exchange Note Default or a Lending Facility Default: (i) extent the Administrative Agent undertakes fails to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants receive any report, certificate or obligations are notice due to be read into this Agreement against it under the Administrative Agent; and Related Documents, (iiI) in notify any of the absence of bad faith, negligence or willful misconduct on its partCo-Issuers, the Administrative Agent may conclusively relyTransaction Manager, the Master Manager, the Employee Company Manager and the Replacement Manager, as to applicable, within one Business Day (x) after the truth of date that such report, certificate or notice was due or (y) if the statements and applicable Related Document does not specify a date certain when such report, certificate or notice was due, after the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, date that the Administrative Agent will examine has Actual Knowledge of such report, certificate or notice having become due, and (II) notify the Trustee of any such certificates and opinions failure to determine whether receive any applicable report, certificate or not they conform on their face to the requirements of this Agreement. notice; (c) The Administrative Agent will not be liable for any action it takes or omits to take in notify the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and (iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement. (f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1. (h) The Administrative Agent will not be charged with knowledge Trustee of the occurrence of any Lending Facility Default or Exchange Note Early Amortization Event, Indenture Event of Default, Transaction Manager Default, Master Manager Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible default under the Related Documents of which an Authorized Officer of the Administrative Agent has actual knowledge of such occurrence Actual Knowledge; (d) carry out any additional rights or duties specified under the Related Documents; and (iie) written forward to the Trustee any report, certificate or notice of such occurrence has been given to received by the Administrative Agent in accordance with this Agreement, and shall have no duty pursuant to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information.Related Document; and (iB) Subject to Sections 6.1(a) act as the transition agent under the Replacement Management Agreement and (c), assist in no event shall the Administrative Agent be responsible or liable for any failure or delay identifying a successor Replacement Manager in the performance of its obligations hereunder arising out of event that the existing Replacement Manager resigns or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented is required to be replaced pursuant to the Replacement Management Agreement (which successor Replacement Manager shall be approved by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstancesControl Party).

Duties of the Administrative Agent. (a) If an Exchange Note Default The Administrative Agent shall promptly forward to a Party the original or a Lending Facility Default has occurred and copy of any document which is continuing, delivered to the Administrative Agent will exercise the rights and powers vested in it for that Party by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairsany other Party. (b) Except during where a Finance Document specifically provides otherwise, the continuance Administrative Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (c) If the Administrative Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties. (d) If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement it shall promptly notify the other Finance Parties. (e) The Administrative Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (f) Each other Finance Party authorises the Administrative Agent to deliver any amounts received from an Exchange Note Default Obligor, which the Administrative Agent deems to fall within Clause 26.2 (Distributions by the Agents), to the administrative agent under the US Second Lien Credit Agreement for payment of any amount outstanding under the US Loan Documents in accordance with the terms of the US Second Lien Credit Agreement. (g) Each Lender hereby consents to the release and directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of paragraph (ii) below, release or a Lending Facility Defaultsubordinate) any Security held by the Administrative Agent for the benefit of the Lenders against any of the following: (i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and (ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth all of the statements Security created pursuant to and in accordance with the correctness Finance Documents and all Obligors, upon termination of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms Commitments and payment and satisfaction in full of this Agreement, conforming to the requirements of this Agreement; provided, all Loans and all other Obligations that the Administrative Agent will examine any such certificates has been notified in writing are then due and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that: (i) this Section 7.1 does not limit Section 7.2payable; (ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith assets that are subject to a replacement lien permitted by Clause 19.7(i) (Encumbrances) or to a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent factslien permitted by Clause 19.7(h) (Encumbrances); and (iii) any part of the Administrative Agent will not be liable with respect Security created pursuant to any action it takes or omits to take in the absence of bad faith and in accordance with a direction received the Finance Documents which is sold or disposed of by it from the Lender an Obligor if such sale or any Exchange Noteholder with respect to the exercise of remedies disposition is permitted by this Agreement (or permitted pursuant to Article VI. (d) The Administrative Agent will not be liable for interest on any money received a waiver of or consent to a transaction otherwise prohibited by it except as the Administrative Agent may agree with the Borrower. (e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement. (f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement. (g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1). (h) The Administrative Agent will not be charged with knowledge Each of the occurrence of any Lending Facility Default or Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer of Lenders hereby directs the Administrative Agent has actual knowledge of to execute and deliver or file such occurrence or (ii) written notice of termination and partial release statements and do such occurrence has been given other things as are necessary to release the Administrative Agent in accordance with this Agreement, security interests and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information. (i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance liens and to resume performance as soon as practicable under be released pursuant to this Clause 23.3 promptly upon the circumstanceseffectiveness of any such release.