Common use of Rights of Administrative Agent Clause in Contracts

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) The Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Administrative Agent. (d) Except in its own right as a Lender, the Administrative Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant to the terms of the Fee Letter.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense Each of the Lenders if parties hereto hereby acknowledges that the Transferee may assign all or any portion of its rights under this Agreement and that such expenses are not recoverable from assignees may (except as otherwise agreed to by such assignees) further assign, or grant security interests in, their rights under this Agreement, and the BorrowerTransferor hereby consents to any such assignment and grants. All such assignees and secured parties, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individualsthird party beneficiaries of, and shall be entitled to rely enforce the Transferee's rights, remedies and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge powers under this Agreement to the contrary or have received notice same extent as if they were parties hereto, subject to the contrary from any other party to this Agreement. (c) The Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind terms of banking their agreement with the Transferee or other business with the Borrower, as if it were not the Administrative Agent. (d) Except case may be. Without limiting the generality of the foregoing, the Transferor hereby acknowledges that the Transferee has granted a security interest in its own right as a Lenderall such rights, remedies and powers to the Administrative Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect pursuant to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) Receivables Loan Agreement. The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between Transferor agrees that the Administrative Agent and (for the Borrower pursuant benefit of the Secured Parties under the Receivables Loan Agreement) shall, subject to the terms of the Fee LetterReceivables Loan Agreement, have the right to enforce this Agreement and to exercise directly all of the Transferee's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Transferee to be given or withheld hereunder) and the Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights, remedies and powers. The Transferor further agrees to give to the Administrative Agent copies of all notices and reports it is required to give to the Transferee hereunder. Notwithstanding anything herein to the contrary, no declaration of the Termination Date, and no other amendment, waiver, consent or other modification made or granted hereunder, shall in any case be effective unless the same shall have been made or granted by, or approved in writing by, the Administrative Agent acting with the consent, or at the direction, of the Required Committed Lenders.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders. (b) The Administrative Agent shall have the right (but shall have no obligation) at any time that there shall exist and be entitled continuing an Event of Default, to rely on any communicationtake in Administrative Agent’s own name or in the name of the Borrower (but at the Borrower’s expense, instrument or document believed by it which shall be reimbursed to be genuine and correct and to have been signed by the proper individual or individuals, Administrative Agent upon demand and shall be entitled to rely and shall be protected in relying constitute part of the Obligations), such action as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that at any representation made by time or from time to time determine to be necessary, subject to applicable Gaming Laws: (i) to exercise any of the rights of the Borrower is true under the Management Agreement and that no Event of Default or Default has occurred unless to request and require the officers or employees of the Manager to attorn to Administrative Agent have actual knowledge (or its designee); (ii) to terminate the Management Agreement in accordance with, and subject to the contrary or have received notice to terms of, the contrary from any other party to this Management Agreement and the Management Subordination Agreement.; (ciii) The Administrative Agent mayto amend, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking modify or other business extend the Management Agreement by agreement with the Borrower, as if it were not the Administrative Agent.Manager; (div) Except in its own right as a Lender, to cure any default under the Administrative Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.Management Agreement; and (ev) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between protect the rights of the Administrative Agent and the Lenders hereunder and under the Management Agreement; and the Administrative Agent shall incur no liability as between itself and the Borrower if any action taken by or on its behalf in good faith pursuant hereto shall prove to be, in whole or in part, inadequate or invalid. Without limiting any of the rights, powers and privileges granted to the Administrative Agent in the other Loan Documents, the Borrower hereby irrevocably makes, constitutes and empowers and authorizes the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) and hereby irrevocably appoints the Administrative Agent as the Borrower’s attorney-in-fact (which irrevocable appointment is coupled with an interest) for the purpose of enforcing the Borrower’s rights under the Management Agreement and the Administrative Agent’s rights in Section 6.18(h) and (j) upon the occurrence and continuance of an Event of Default. The Borrower shall, within five (5) Business Days after written request is made therefor by the Administrative Agent, execute and deliver to the Administrative Agent or to any party designated by the Administrative Agent, such further instruments, agreements, powers, assignments, conveyances or the like as may be reasonably necessary or desirable to complete or perfect the interest, rights or powers of the Administrative Agent pursuant to this Section 6.18 or as may otherwise be required by the terms of the Fee LetterAdministrative Agent.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.Subject to Section 7.01: (bi) The Administrative Agent shall be entitled to may rely on any communication, instrument or document reasonably believed by it to be genuine and correct and to have been signed or presented by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by itperson. The Administrative Agent may also assume that need not investigate any representation made by fact or matter stated in the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) document. The Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.01. (ii) Before the Administrative Agent acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both (the costs of which are to accountbe paid for by the party requesting the Administrative Agent to act or refrain from acting), accept deposits from which shall conform to the provisions of Section 11.05. The Administrative Agent shall be protected and lend money shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (iii) The Administrative Agent may act through its attorneys and generally engage agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (iv) The Administrative Agent shall not be liable for any action it takes or omits to take in any kind of banking good faith which it reasonably believes to be authorized or other business with the Borrower, as if it were not within its rights or powers; provided that the Administrative Agent’s conduct does not constitute gross negligence or willful misconduct. (dv) Except The Administrative Agent may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (vi) The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default or be required to act (including the sending of any notices) in connection therewith except any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Administrative Agent shall have received written notification or otherwise obtained actual knowledge. In the absence of such notice, the Administrative Agent may conclusively assume there is no Default except as aforesaid. (vii) The Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, and may refuse to perform any duty or exercise any such rights or powers, unless it shall have been offered reasonable indemnity and security satisfactory to it against the cost, loss, expenses and liabilities which may be incurred by it in connection with such exercise of its rights or powers. (viii) The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Administrative Agent, in its own right discretion, may make such further inquiry or investigation into such facts or matters as a Lenderit may see fit and, if the Administrative Agent shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Company, to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the investigation. Except with respect to Sections 4.02 (subject to clause (xii) below) and 4.04, the Administrative Agent shall have no duty to inquire as to the performance of the Company’s and the Guarantors’ covenants set forth herein. (ix) The Administrative Agent shall not be required to advance give any bond or surety in respect of the performance of its own funds for any purpose, powers and duties hereunder. (x) The permissive rights of the Administrative Agent to do things enumerated in particular, this Agreement shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it construed as permitted herebyduties hereunder. (exi) The Administrative Agent shall be entitled rights, privileges, protections, immunities and benefits given to receive a fee for acting as the Administrative Agent, as agreed between including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Administrative Agent in each of its capacities hereunder (including in its capacity as Collateral Agent), and to each agent, custodian and other Person employed to act hereunder. (xii) Delivery of reports, information and documents to the Administrative Agent under Section 4.02 is for informational purposes only and the Borrower pursuant to the terms Administrative Agent’s receipt of the Fee Letterforegoing shall not constitute constructive notice of any information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Administrative Agent is entitled to rely exclusively on the Officers’ Certificate). (xiii) In no event shall the Administrative Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (xiv) Under no circumstances shall the Administrative Agent be liable in its individual capacity for the obligations evidenced by the Notes.

Rights of Administrative Agent. (a) In administering the Credit FacilityIf an Event of Default shall have occurred and be continuing, the Administrative Agent may retain, at shall have the expense right to receive any and all cash dividends or Distributions or any other payments paid in respect of the Lenders if Collateral and make application thereof to the NMLP Obligations, in such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents order as the Administrative Agent may selectAgent, in its sole discretion, acting reasonably may elect. In connection therewith, if an Event of Default shall have occurred and in good faith after consultation with be continuing, the LendersAdministrative Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or any other payments directly to the Administrative Agent or as otherwise directed by the Administrative Agent. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no If an Event of Default or Default has shall have occurred unless and be continuing, then all such Pledged Interests at the officers or employees Administrative Agent’s option shall be registered in the name of the Administrative Agent have actual knowledge or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to the contrary or have received notice to the contrary from such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other party rights, privileges or options pertaining to this Agreementsuch Pledged Interests as if the Administrative Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, or upon the exercise by NMLP or the Administrative Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The rights of the Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking hereunder shall not be conditioned or other business with contingent upon the Borrower, as if it were not pursuit by the Administrative Agent. (d) Except Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in its own respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right as a Lender, the of offset with respect thereto. The Administrative Agent shall not be required to advance its own funds liable for any purposefailure to demand, and collect or realize upon all or any part of the Collateral or for any delay in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any securitydoing so, nor shall it be required under any obligation to pay sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant regard to the terms of the Fee LetterCollateral or any part thereof.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.Subject to Section 7.01: (bi) The Administrative Agent shall be entitled to may rely on any communication, instrument or document reasonably believed by it to be genuine and correct and to have been signed or presented by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by itperson. The Administrative Agent may also assume that need not investigate any representation made by fact or matter stated in the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) document. The Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.01. (ii) Before the Administrative Agent acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, or both (the costs of which are to accountbe paid for by the party requesting the Administrative Agent to act or refrain from acting), accept deposits from which shall conform to the provisions of Section 11.05. The Administrative Agent shall be protected and lend money shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (iii) The Administrative Agent may act through its attorneys and generally engage agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (iv) The Administrative Agent shall not be liable for any action it takes or omits to take in any kind of banking good faith which it reasonably believes to be authorized or other business with the Borrower, as if it were not within its rights or powers; provided that the Administrative Agent's conduct does not constitute gross negligence or willful misconduct. (dv) Except The Administrative Agent may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (vi) The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default or be required to act (including the sending of any notices) in connection therewith except any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Administrative Agent shall have received written notification or otherwise obtained actual knowledge. In the absence of such notice, the Administrative Agent may conclusively assume there is no Default except as aforesaid. (vii) The Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, and may refuse to perform any duty or exercise any such rights or powers, unless it shall have been offered reasonable indemnity and security satisfactory to it against the cost, loss, expenses and liabilities which may be incurred by it in connection with such exercise of its rights or powers. (viii) The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers' Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Administrative Agent, in its own right discretion, may make such further inquiry or investigation into such facts or matters as a Lenderit may see fit and, if the Administrative Agent shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Company, to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the investigation. Except with respect to Sections 4.02 (subject to clause (xii) below) and 4.04, the Administrative Agent shall have no duty to inquire as to the performance of the Company's and the Guarantors' covenants set forth herein. (ix) The Administrative Agent shall not be required to advance give any bond or surety in respect of the performance of its own funds for any purpose, powers and duties hereunder. (x) The permissive rights of the Administrative Agent to do things enumerated in particular, this Agreement shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it construed as permitted herebyduties hereunder. (exi) The Administrative Agent shall be entitled rights, privileges, protections, immunities and benefits given to receive a fee for acting as the Administrative Agent, as agreed between including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Administrative Agent in each of its capacities hereunder (including in its capacity as Collateral Agent), and to each agent, custodian and other Person employed to act hereunder. (xii) Delivery of reports, information and documents to the Administrative Agent under Section 4.02 is for informational purposes only and the Borrower pursuant to the terms Administrative Agent's receipt of the Fee Letterforegoing shall not constitute constructive notice of any information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Administrative Agent is entitled to rely exclusively on the Officers' Certificate). (xiii) In no event shall the Administrative Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (xiv) Under no circumstances shall the Administrative Agent be liable in its individual capacity for the obligations evidenced by the Notes.

Rights of Administrative Agent. (a) In administering If an Event of Default shall have occurred and be continuing, Administrative Agent shall have the Credit Facilityright to require that all Pledged Stock shall be registered in the name of Administrative Agent or its nominee, and Administrative Agent or its nominee may thereafter exercise (i) all voting, corporate and other rights pertaining to the Pledged Stock at any meeting of shareholders of the Pledgors or otherwise and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Entity, or upon the exercise by any Pledgor or Administrative Agent may retainof any right, at the expense privilege or option pertaining to such shares of the Lenders if Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such expenses are not recoverable from the Borrowerterms and conditions as it may determine), such solicitorsall without liability except to account for property actually received by it, counsel, auditors and other experts and agents as the but Administrative Agent may selectshall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in its sole discretion, acting reasonably and in good faith after consultation with the Lendersso doing. (b) The rights of Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) The Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Administrative Agent. (d) Except in its own right as a Lender, the Administrative Agent hereunder shall not be required to advance its own funds for conditioned or contingent upon the pursuit by Administrative Agent of any purposeright or remedy against any Pledgor or against any other person which may be or become liable in respect of all or any of the Obligations or against any other collateral security therefor, and in particular, shall not be required to pay with its own funds insurance premiums, taxes guaranty thereof or public utility charges or the cost right of repairs or maintenance offset with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted herebythereto. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant to the terms of the Fee Letter.

Rights of Administrative Agent. (a) In administering the Credit FacilityIf an Event of Default shall have occurred and be continuing, the Administrative Agent may retain, at shall have the expense right to receive any and all cash dividends or Distributions or any other amounts paid in respect of the Lenders if Collateral and make application thereof to the NMLP Obligations, in such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents order as the Administrative Agent may selectAgent, in its sole discretion, acting reasonably may elect. In connection therewith, if an Event of Default shall have occurred and in good faith after consultation with be continuing, the LendersAdministrative Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or any other payments directly to the Administrative Agent or as otherwise directed by the Administrative Agent. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no If an Event of Default or Default has shall have occurred unless and be continuing, then all such Pledged Interests at the officers or employees Administrative Agent’s option shall be registered in the name of the Administrative Agent have actual knowledge or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to the contrary or have received notice to the contrary from such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other party rights, privileges or options pertaining to this Agreementsuch Pledged Interests as if the Administrative Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, or upon the exercise by NMLP or the Administrative Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The rights of the Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking hereunder shall not be conditioned or other business with contingent upon the Borrower, as if it were not pursuit by the Administrative Agent. (d) Except Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in its own respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right as a Lender, the of offset with respect thereto. The Administrative Agent shall not be required to advance its own funds liable for any purposefailure to demand, and collect or realize upon all or any part of the Collateral or for any delay in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any securitydoing so, nor shall it be required under any obligation to pay sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant regard to the terms of the Fee LetterCollateral or any part thereof.

Rights of Administrative Agent. (a) In administering the Credit FacilityIf an Event of Default shall have occurred and be continuing, the Administrative Agent may retain, at shall have the expense right to receive any and all cash dividends or other payments paid in respect of the Lenders if Collateral and make application thereof to the Obligations, in such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents order as the Administrative Agent may selectAgent, in its sole discretion, acting reasonably may elect. In connection therewith, if an Event of Default shall have occurred and in good faith after consultation with be continuing, Administrative Agent shall have the Lendersright to direct the issuer(s) of the Ownership Interests to pay all such cash dividends or other payment directly to Administrative Agent or as otherwise directed by Administrative Agent. (b) The If an Event of Default shall have occurred and be continuing, then all such Ownership Interests, at Administrative Agent’s option, shall be registered in the name of Administrative Agent or its nominee, and Administrative Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Ownership Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Ownership Interests as if Administrative Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Ownership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Pledgor, or upon the exercise by Pledgor or Administrative Agent of any right, privilege or option pertaining to such Ownership Interests, and in connection therewith, the right to deposit and deliver any and all of the Ownership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Administrative Agent shall be entitled have no duty to rely on exercise any communicationsuch right, instrument privilege or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, option and shall not be entitled responsible for any failure to rely and do so or delay in so doing. For purposes of clarity, this Subsection 8(b) shall be protected in relying as only apply to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this AgreementOwnership Interests Pledges. (c) The rights of Administrative Agent mayhereunder shall not be conditioned or contingent upon the pursuit by Administrative Agent of any right or remedy against Pledgor or against any other Obligations or against any other Collateral security therefor, without any liability to account, accept deposits from and lend money to and generally engage in any kind guarantee thereof or right of banking or other business offset with the Borrower, as if it were not the Administrative Agent. (d) Except in its own right as a Lender, the respect thereto. Administrative Agent shall not be required to advance its own funds liable for any purposefailure to demand, and collect or realize upon all or any part of the Collateral or for any delay in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any securitydoing so, nor shall it be required under any obligation to pay sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or entity or to take any other action whatsoever with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant regard to the terms of the Fee LetterCollateral or any part thereof.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) The Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Administrative Agent. (d) Except in its own right as a Lender, the Administrative Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed from time to time between the Administrative Agent and the Borrower pursuant to the terms of the Fee LetterBorrower.

Rights of Administrative Agent. (a) In administering the Credit Facilityor in realizing on the rights available under this Agreement or the other Credit Documents, the Administrative Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Administrative Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders. (b) The Administrative Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisers advisors selected by it. The Administrative Agent may also assume that any representation made by the Fund, the Borrower or the Restricted Subsidiaries is true and that no Default or Event of Default or Default has occurred unless the officers or employees of the Lender acting as Administrative Agent Agent, active in their capacity as officers or employees responsible for the Borrower's accounts, have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) The Administrative Agent may, without any liability to account, but subject to the terms of this Agreement, enter into swap agreements, futures contracts and other similar agreements with the Borrower and/or any Restricted Subsidiaries, accept deposits from and lend money to and generally engage in any kind of banking banking, or other business with the Borrower, Borrower and/or the Restricted Subsidiaries as if it were not the Administrative Agent. (d) Except in its own right as a Lender, the The Administrative Agent shall not be required to advance its own funds for any purpose, and and, in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to any of the assets which are Property of the subject matter of Borrower or any securityRestricted Subsidiary, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts experts, or agents engaged by it as permitted hereby. (e) The Administrative Agent shall be entitled to receive a fee for acting as Administrative Agent, as agreed between the Administrative Agent and the Borrower pursuant to the terms of the Fee Letter.

Rights of Administrative Agent. (a) In administering the Credit Facility, the Borrower hereby appoints Administrative Agent may retainas Borrower's attorney-in-fact, at which appointment is coupled with an interest and is thereby irrevocably, from and after the expense occurrence of an Event of Default, to do any act which Borrower is obligated by this Assignment to do or entitled to do under the Lenders if such expenses are not recoverable from First Lien Documents, to do, to exercise all rights of Borrower in or under the Borrower, such solicitors, counsel, auditors First Lien Documents and other experts and agents as the to do all things deemed necessary by Administrative Agent may selectto perfect the Security Interest and preserve, in its sole discretioncollect, acting reasonably enforce and in good faith after consultation with protect the Lenders. (b) The First Lien Documents, all at Borrower's cost and without any obligation on Administrative Agent shall be entitled so to rely on any communicationact, instrument or document believed by it to be genuine and correct and to have been signed by including, but not limited to, transferring title into the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions name of independent legal advisers selected by it. The Administrative Agent may also assume that any representation made by or its nominee, or receipting for, settling, or otherwise realizing upon the Borrower is true and that no Event of Default or Default has occurred unless the officers or employees of the Administrative Agent have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement. (c) The First Lien Documents. Administrative Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking or other business with the Borrower, as if it were not the Administrative Agent. (d) Except in its own right discretion, endorse as a LenderBorrower's agent, any instruments or documents constituting or evidencing the First Lien Documents; contact Owner directly to verify, receive or collect amounts due pursuant to the First Lien Documents; take control of the First Lien Documents; and use cash proceeds of the First Lien Documents, upon the occurrence of an Event of Default, to reduce any part of the Loan. Administrative Agent shall not be required to advance its own funds liable for any purposeact or omission on the part of Administrative Agent, and in particularits officers, shall not be required to pay with its own funds insurance premiumsagents or employees, taxes except for gross negligence or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of any securitywillful misconduct, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby. (e) The Administrative Agent be responsible for depreciation in value of the First Lien Documents or for preservation of rights against third parties. The foregoing rights and powers of Administrative Agent may be exercised after the occurrence of an Event of Default and shall be entitled to receive in addition to, and not a fee for acting as Administrative Agentlimitation upon, as agreed between the any rights, remedies and powers of Administrative Agent and the Borrower pursuant to the terms of the Fee Lettergiven herein or by law, custom or otherwise.