Common use of Action or Inaction by Administrative Agent Clause in Contracts

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsPurchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, Lenders and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group AgentsLenders, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents the Majority Lenders or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agenta Lender, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsLenders.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents. SECTION 10.07.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group AgentsLenders, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group AgentsLenders, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Lenders or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentLender, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsLenders.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsPurchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Class Agents or the Majority Group Class Agents, as the case may be, and assurance of its indemnification by the Committed LendersBank Investors, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Class Agents or the Majority Group Class Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Class Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Class Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Class Agents.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.Purchasers. 105

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Facility Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Facility Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Facility Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsPurchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.Purchasers. 104

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsRequired Purchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsRequired Purchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be 84 taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsRequired Purchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsRequired Purchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsRequired Purchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsRequired Purchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically 83 requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents Purchasers or the Majority Group AgentsPurchasers, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents Purchasers or (ii) may be taken by the Administrative Agent alone or without any advice or 744072627 21691544 95 concurrence of any Group AgentPurchaser, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group AgentsPurchasers.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents. Section 11.07.

Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Group Agents or the Majority Group Agents, as the case may be, and assurance of its indemnification by the Committed LendersPurchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as the case may be, and such request or direction and any action taken actiontaken or failure to act pursuant thereto shall be binding upon all Credit Purchaser Parties. The Credit Purchaser Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction 120 Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Group Agents.