Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting 146 J. Crew – A&R Term Loan Credit Agreement 146 WEIL:\96135034\1\54457.0006 or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponrely, and shall be fully protected in relying and shall not incur relying, upon any liability for relying uponinstrument, any writing, resolution, notice, requestconsent, certificate, consentaffidavit, communicationletter, facsimile or email message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, Person or Persons and shall be fully protected in relying upon advice and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making statements of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be including counsel for the to Holdings or any Borrower), independent accountants and other experts selected by itthe Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, and negotiation or transfer thereof shall not have been filed with the Administrative Agent. The Administrative Agent shall be liable for fully justified in failing or refusing to take any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which unless it is to become a Lender shall first receive such advice or Issuing Lender hereunder concurrence of the Required Lenders (or, if so specified by this Agreement, all affected Lenders) as it deems appropriate, and upon receipt of such instructions from Required Lenders (or such Lenders, as the case may be), the Administrative Agent shall be deemed entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion of its counsel, may be in violation of termination of property of a Defaulting Lender in violation of any Debtor Relief Law, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. No Lender shall have consented any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lendergive instructions hereunder).

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, extension or renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowerany Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or Issuing Lender that has signed transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which unless it is to become a Lender shall first receive such advice or Issuing Lender hereunder concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be deemed provided for herein or in the other Loan Documents) as it reasonably deems appropriate or it shall first be indemnified to have consented its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to approved take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and accepted the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderbinding upon the Lenders and all future holders of the Loans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, 221 consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan (or the issuance of such Letter of Credit). The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or Issuing Lender that has signed approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent is permitted or desires to take or to grant, and the Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent as a signature page to an Assignment and Assumption result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Laws.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic messageElectronic Transmission, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan (or the issuance issuance, extension, renewal or increase of such Letter of Credit). The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or No Agent nor any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder of its Agent-Related Persons shall be deemed liable for any action taken or omitted to have consented to approved be taken by any of them under or in connection with any Loan Document, and accepted each Secured Party hereby waives and shall deemed satisfied not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence, bad faith or willful misconduct of such Agent or, as the case may be, such Agent-Related Person (each as determined by a court of competent jurisdiction by final and nonappealable judgment) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Secured Parties agree that each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.Agent and its Agent-Related Persons:

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lenderthe applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerLoan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its 222 satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Requisite Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponrely, and shall be fully protected in relying (and shall not incur have no liability to any liability for relying uponPerson) in relying, upon any writing, resolution, notice, requestconsent, certificate, consentaffidavit, communicationletter, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, Person or Persons and shall be fully protected in relying upon advice and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making statements of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be including counsel for to the Borrower), independent accountants and other experts selected by it, the Administrative Agent. The Administrative Agent may deem and treat the payee of any Senior Interim Loan Note as the owner thereof for all purposes unless such Senior Interim Loan Note shall not be liable for any action taken or not taken by it have been transferred in accordance with the advice subsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such counselrequest or giving such authority or consent, accountants is the holder of any Senior Interim Loan Note shall be conclusive and binding on any subsequent holder, transferee, assignee or expertsendorsee, as the case may be, of such Senior Interim Loan Note or of any Senior Interim Loan Note or Senior Interim Loan Notes issued in exchange therefor. Each Lender The Administrative Agent shall be fully justified as between itself and the Lenders in failing or Issuing Lender that has signed refusing to take any action under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Senior Interim Loan Notes and the other Loan Documents in accordance with a request of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to become a Lender subsection 10.1(a), and such request and any action taken or Issuing Lender hereunder failure to act pursuant thereto shall be deemed to have consented to approved binding upon all the Lenders and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderall future holders of the Loans.

Reliance by the Administrative Agent. The Administrative ------------------------------------ Agent shall be entitled to rely uponupon any Officer's Certificate, shall be fully protected in relying and shall not incur officer's certificate of an Authorized Officer of any liability for relying uponSecured Party, any notice, request, Independent Engineer's certificate, consentcertificate of a Responsible Officer of the Collateral Agent or any other certificate, communication, statement, instrument, document notice or other writing document (including any electronic messagecable, Internet telegram or intranet website posting or other distributiontelecopy) believed by it to be genuine and to have been signed, signed or sent by or otherwise authenticated by on behalf of the proper Person. The Administrative Agent also may rely upon any statement made to it orally Person or by telephone and believed by it to have been made by the proper PersonPersons, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower)counsel, independent accountants and other experts selected by itthe Administrative Agent and shall have no liability for its actions taken thereupon, unless due to the Administrative Agent's willful misconduct or gross negligence. Without limiting the foregoing, the Administrative Agent shall be required to make payments to the Secured Parties or other Persons only as set forth herein. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or the Intercreditor Agreement (i) if such action would, in the opinion of the Administrative Agent, be contrary to Applicable Law or the terms of this Agreement or the Intercreditor Agreement, (ii) if such action is not specifically provided for in this Agreement or the Intercreditor Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under any Financing Document (whether such action is or is intended to be an action of the Administrative Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request of the Collateral Agent (to the extent that the Collateral Agent is expressly authorized to direct the Administrative Agent to take or refrain from taking such action), and shall not be liable for such request and any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page failure to an Assignment and Assumption or any other Loan Document act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Secured Parties. In the event that the Administrative Agent is required to have consented perform any action on a particular date only following the delivery of an Officer's Certificate or other document, the Administrative Agent shall be fully justified in failing to approved and accepted perform such action if it has not first received such Officer's Certificate or other document and shall deemed satisfied with each document be fully justified in continuing to fail to perform such action until such time as it has received such Officer's Certificate or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderdocument.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lenderthe applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender Other than in respect of any actions at the direction of the Borrower, the Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Requisite Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communicationorder, judgment, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. The Administrative Agent may, at the expense of Xxxxxxxx, request, rely on and act in accordance with officer’s certificates and/or opinions of counsel, and shall incur no liability and shall be fully protected in acting or refraining from acting in accordance with such officer’s certificates and opinions of counsel. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, transaction that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lenderthe Lenders, the Administrative Agent may presume that such condition is satisfactory to such (i) the Required Lenders; if evidenced by a written approval from the Required Lenders, or (ii) a Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary if evidenced by a written approval from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLender. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower)counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The permissive rights of the Administrative Agent to do things enumerated in this Agreement shall not be construed as a duty. The Administrative Agent shall be entitled to request and receive written instructions from the Required Lenders and shall have no responsibility or Issuing Lender liability for any losses or damages of any nature that has signed may arise from any action taken or not taken by the Administrative Agent in accordance with the written direction of Required Lenders. For purposes of clarity, but without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent LEGAL02/42958175v30 a hereunder, phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” and phrases of similar import that authorize or permit an Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Administrative Agent receiving written direction from the Required Lenders to take such action or to exercise such rights. Nothing contained in this Agreement or a signature page to an Assignment and Assumption or any other Loan Transaction Document pursuant shall require the Administrative Agent to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderexercise any discretionary acts.

Reliance by the Administrative Agent. The Administrative Each Agent shall be entitled to rely uponrely, and shall be fully protected in relying (and shall not incur have no liability to any liability for relying uponPerson) in relying, upon any writing, resolution, notice, requestconsent, certificate, consentaffidavit, communicationletter, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, Person or Persons and shall be fully protected in relying upon advice and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making 220 statements of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be including counsel for to the BorrowerBorrowers), independent accountants and other experts selected by it, such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall not be liable for any action taken or not taken by it have been transferred in accordance with the advice subsection 11.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such counselrequest or giving such authority or consent, accountants is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or expertsendorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Lender Agent shall be fully justified as between itself and the Lenders in failing or Issuing Lender that has signed refusing to take any action under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Notes and the other Loan Documents in accordance with a request of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to become a Lender subsection 11.1(a), and such request and any action taken or Issuing Lender hereunder failure to act pursuant thereto shall be deemed to have consented to approved binding upon all the Lenders and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderall future holders of the Loans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Requisite Lenders (or such greater number or percentage of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lender.applicable Law. 152

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Personrely, and shall be fully protected in relying and shall not incur relying, upon any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loanwriting, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or the issuancetelephone message, extensionelectronic mail message, renewal statement, or increase of a Letter of Credit, that other document or conversation believed by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender be genuine and correct and to have been signed, sent, or such Issuing Lender unless made by the Administrative Agent shall have received notice to the contrary from such Lender proper Person or such Issuing Lender prior to the making Persons, and upon advice and statements of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be including counsel for the Borrowerto any Obligated Party or any of their respective Affiliates), independent accountants and other experts selected by it, and the Administrative Agent. The Administrative Agent shall not be liable for fully justified in failing or refusing to take any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders or the Required Lenders, as applicable, as the Administrative Agent deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Lenders or the Required Lenders, as applicable, (or all Lenders if so required by Section 11.2) and such request and any action taken or failure to act pursuant to which it is to become a thereto shall be binding upon all of the Lenders. For purposes of determining compliance with the conditions specified in Section 9.1, each Lender or Issuing Lender hereunder that has executed and delivered this Agreement shall be deemed to have consented to, approved, or accepted, or to approved and accepted and shall deemed be satisfied with with, each document or other matter required thereunder to be consented toto or approved by, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to to, a Lender unless the Administrative Agent shall have received written notice from such Lender or Issuing Lender.prior to the proposed Closing Date specifying its objection thereto. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 109

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance, extension, renewal or increase of a Letter of Credit, other event that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance occurrence of such Letter of Creditevent. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponrely, and shall be fully protected in relying relying, upon (and shall not incur be liable for so relaying upon) any liability for relying upon, any noticecommunication, request, certificateinstrument, writing, resolution, notice, consent, communicationcertificate, affidavit, letter, telecopy or email message, internet or intranet website posting, statement, instrument, document order or other writing document (including any electronic message, Internet or intranet website posting or other distributionwriting) or conversation believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated made (or authenticated) by the proper Person. The Administrative Agent also may rely Person or Persons and upon any statement made advice and statements of legal counsel (including counsel to it orally or by telephone the Borrower), independent accountants and believed by it to have been made other experts and professional advisors selected by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereonAdministrative Agent. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel request instructions from the Required Lenders (who or such number or percentage of the Lenders as shall be necessary under the circumstances as provided for herein or in the other Loan Documents) prior to taking any action or enter into any amendments, modifications or supplements, making any determination (including as to whether any agreement, document or instrument is in form and substance satisfactory to the Administrative Agent), making any calculation (which may be counsel for confirmed by the BorrowerRequired Lenders), independent accountants sending any notice, making a selection or request (including failing to make a selection or request), exercising any voting rights or powers (including failing to exercise any voting rights or powers) or providing any consent or approval (including failing to provide any consent or approval) in connection with this Agreement or any of the other Loan Documents and may refrain (and shall incur no liability from so refraining) from taking or omitting to take any act or making any such determination, calculation, selection, request, exercising such voting rights or powers or providing such notice, approval or consent or entering into or any amendments, modifications or supplements until it receives such instruction (or calculation, as applicable) from the Required Lenders (or such number or percentage of the Lenders as shall be necessary under the circumstances as provided for herein or in the other experts selected by itLoan Documents), in each case as it reasonably deems appropriate (and until such instructions and indemnity, as applicable, are received, the Administrative Agent may (but shall not be liable obligated to) act, or refrain from acting, as it deems advisable in good faith in the interests of the Lenders). The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such number or percentage of the Lenders as shall be necessary under the circumstances as provided for herein or in the other Loan Documents), and such request and any action taken or not taken by it failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. Notwithstanding any other provisions set forth in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant Documents, the Administrative Agent shall not be required to which take any action that is in its opinion contrary to applicable requirement of law (including, for the avoidance of doubt, any action that may be in violation of the automatic stay under the Bankruptcy Code (or any similar laws)) or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of Bankruptcy Code (or any similar laws) or the terms of any of the Loan Documents or that would in its reasonable opinion subject it is or any of its officers, employees or directors to become a Lender or Issuing Lender hereunder personal liability. Each Lender, by delivering its signature page to this Agreement, an Assignment and Acceptance and/or funding its Loans, shall be deemed to have acknowledged receipt of, and consented to approved and accepted approved, each Loan Document and shall deemed satisfied with each other document or other matter required thereunder to be consented toapproved by the Administrative Agent, approved Required Lenders or accepted by Lenders, as applicable on the Closing Date or as of the date of funding such Lender Loan. On any applicable date of determination, upon request, the Administrative Agent shall be required to calculate whether a particular group of Lenders constitutes the Required Lenders. The Administrative Agent shall not be required to remit payments, the proceeds of Collateral or Issuing Lender any other funds to the Lenders or that is to be acceptable or satisfactory to such Lender or Issuing Lenderany other Secured Parties herein except in accordance with the Loan Documents.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponupon any Officer's Certificate, shall be fully protected in relying and shall not incur officer's certificate of an Authorized Officer of any liability for relying uponSenior Secured Party, any notice, request, Independent Engineer's certificate, consentcertificate of a Responsible Officer of the Collateral Agent or any other certificate, communication, statement, instrument, document notice or other writing document (including any electronic messagecable, Internet telegram or intranet website posting or other distributiontelecopy) believed by it to be genuine and to have been signed, signed or sent by or otherwise authenticated by on behalf of the proper Person. The Administrative Agent also may rely upon any statement made to it orally Person or by telephone and believed by it to have been made by the proper PersonPersons, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower)counsel, independent accountants and other experts selected by itthe Administrative Agent and shall have no liability for its actions taken thereupon, unless due to the Administrative Agent's willful misconduct or gross negligence. Without limiting the foregoing, the Administrative Agent shall be required to make payments to the Senior Secured Parties or other Persons only as set forth herein. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or the Intercreditor Agreement (i) if such action would, in the opinion of the Administrative Agent, be contrary to Applicable Law or the terms of this Agreement or the Intercreditor Agreement, (ii) if such action is not specifically provided for in this Agreement or the Intercreditor Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under any Financing Document (whether such action is or is intended to be an action of the Administrative Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request of the Collateral Agent (to the extent that the Collateral Agent is expressly authorized to direct the Administrative Agent to take or refrain from taking such action), and shall not be liable for such request and any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page failure to an Assignment and Assumption or any other Loan Document act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Senior Secured Parties. In the event that the Administrative Agent is required to have consented perform any action on a particular date only following the delivery of an Officer's Certificate or other document, the Administrative Agent shall be fully justified in failing to approved and accepted perform such action if it has not first received such Officer's Certificate or other document and shall deemed satisfied with each document be fully justified in continuing to fail to perform such action until such time as it has received such Officer's Certificate or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderdocument.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in the absence of bad faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in the absence of bad faith to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Term Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditTerm Loan. The Administrative Agent may consult with legal counsel (who may be including counsel acting for the BorrowerBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable the Loan Documents or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Any Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person, including, for the avoidance of doubt, in connection with such Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page. The Administrative Any Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent Agents may presume that such condition is satisfactory to such Lender or unless such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Agents may at any time request instructions from the Lenders with respect to any actions or Issuing Lender that has signed approvals which by the terms of this Agreement or of any of the Loan Documents such Agent is permitted or desires to take or to grant, and the Agents shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Agents as a signature page to an Assignment and Assumption result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Agents shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose such Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Laws.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponrely, and shall be fully protected in relying and shall not incur relying, upon any liability for relying uponwriting, any resolution, notice, requestconsent, certificate, consentaffidavit, communicationletter, cablegram, telegram, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, Person or Persons and shall be fully protected in relying upon advice and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making statements of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be including, without limitation, counsel for the Borrowerto Toy Biz), independent accountants and other experts selected by itthe Administrative Agent. The Administrative Agent may deem and treat the payee of any Note or on account of any Loan as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent (in its capacity as such). The Administrative Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall have received such advice or concurrence of the Majority Banks as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the Banks or, at its option, the Majority Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (except that no such indemnification need include any indemnification for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrative Agent). Each of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall in all cases be fully protected in acting, or in refraining from acting, under the Credit Documents upon advice of counsel or in accordance with a request of the Majority Banks (except in cases in which a greater number of Banks is required, in which case the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall in all cases be fully protected in acting, or in refraining from acting, under the Credit Documents in accordance with a request of such Banks), and shall not be liable for such request, and any action taken or not taken by it in accordance with the advice of any such counselfailure to act pursuant thereto, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to approved binding upon all the Banks and accepted all future holders of the Loans and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderthe Notes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender 146 J. Crew Term Loan Credit Agreement The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lenderapplicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lender.applicable Law. Exhibit 10.1

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic messageElectronic Transmission, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan (or the issuance issuance, extension, renewal or increase of such Letter of Credit). The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or No Agent nor any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder of its Agent-Related Persons shall be deemed liable for any action taken or omitted to have consented to approved be taken by any of them under or in connection with any Loan Document, and accepted each Secured Party hereby waives and shall deemed satisfied not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence, bad faith or willful misconduct of such Agent or, as the case may be, such Agent-Related Person (each as determined by a court of competent jurisdiction by final and nonappealable judgment) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Secured Parties agree that each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.Agent and its Agent-Related Persons: 182

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of CreditLoan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender Other than in respect of any actions at the direction of the Borrower, the Administrative Agent shall be fully justified in failing or Issuing Lender that has signed refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant to which it is to become a Lender or Issuing Lender hereunder thereto shall be deemed binding upon all the Lenders; provided that the Administrative Agent shall not be required to have consented take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender liability or that is contrary to be acceptable any Loan Document or satisfactory to such Lender or Issuing Lender.applicable Law. 158

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely uponrely, and shall be fully protected in relying and shall not incur relying, upon any liability for relying uponTerm Loan Note, any entries maintained in the Register, writing, resolution, notice, requestconsent, certificate, consentaffidavit, communicationletter, cablegram, telegram, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of CreditTerm Loans, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lenderthe Arrangers, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender the Arrangers, as applicable, unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender the Arrangers prior to the making of such Loan or the issuance of such Letter of CreditTerm Loans. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerCompany), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender The Administrative Agent may deem and treat the payee of any Term Loan Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be deemed fully justified in failing or refusing to have consented take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first be indemnified to approved its satisfaction by the Lenders against any and accepted all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall deemed satisfied in all cases be fully protected in acting, or in refraining from acting, under any Credit Document in accordance with each document a request of the Required Lenders (unless a higher percentage of Lenders is expressly required), and such request and any action taken or other matter required thereunder failure to act pursuant thereto shall be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lenderbinding upon all the Lenders and all future holders of the Term Loan Notes.