Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document, instrument or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its Subsidiaries), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected in failing or refusing, to take any action required or permitted by it under this Agreement, the Notes or the other Loan Documents unless (A) it first shall receive such advice or concurrence of all of the Lenders as it deems appropriate, or (B) it first shall 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. In all cases the Administrative Agent shall be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or the other Loan Documents in accordance with a unanimous request of the 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 Notes.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or teletype message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower and its SubsidiariesCompany), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes Note or on account of any Loan as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, thereof shall have been delivered to filed with the Administrative Agent identifying the name of the subsequent payee or holder thereof(in its capacity as such). The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by under any Credit Document unless it under this Agreement, the Notes or the other Loan Documents unless (A) it first shall receive have received such advice or concurrence of all of the Required Lenders as it deems appropriate, appropriate or (B) it first shall be have been expressly indemnified to its satisfaction by the Lenders or, at its option, the Required Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction (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). In all cases 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 this Agreementthe Credit Documents upon advice of counsel or in accordance with a request of the Required Lenders (except in cases in which a greater number of Lenders is required, in which case the Notes 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 other Loan Credit Documents in accordance with a unanimous request of the such Lenders), and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the Loans and the Notes.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Sustainability Structuring Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramtelecopy, telegram, facsimile, telex or teletype email message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesBorrower), independent accountants and other experts reasonably selected by the Administrative Agent and Sustainability Structuring Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee or holder thereof. The Administrative Sustainability Structuring Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it the Administrative Agent and Sustainability Structuring Agent shall first shall receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all of the Lenders Lenders) as it deems appropriate, appropriate or (B) it shall first shall 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. In all cases determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to the contrary from such Lender prior to the making of such loan or the issuance of such Letter of Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or Agreement and the other Loan Documents in accordance with a unanimous request of the Required Lenders (or, if so specified by this Agreement or any other Loan Document, all 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 NotesTerm Loans. The Administrative Agent and Sustainability Structuring Agent 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.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Sustainability Structuring Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramtelecopy, telegram, facsimile, telex or teletype email message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesBorrower), independent accountants and other experts reasonably selected by the Administrative Agent and Sustainability Structuring Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee or holder thereof. The Administrative Sustainability Structuring Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it the Administrative Agent and Sustainability Structuring Agent shall first shall receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all of the Lenders and Issuing Banks) as it deems appropriate, appropriate or (B) it shall first shall be indemnified to its satisfaction by the Lenders and Issuing Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. In all cases determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase of a Documentary Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent receives notice to the contrary from such Lender or Issuing Bank prior to the making of such loan or the issuance of such Documentary Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or Agreement and the other Loan Documents in accordance with a unanimous request of the LendersRequired Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders and Issuing Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Issuing Banks and all future holders of the NotesLoans. The Administrative Agent and Sustainability Structuring Agent 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.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order internet or intranet website posting or other document, instrument or conversation distribution) 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 or PersonsPerson, and (ii) upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of Credit Extension, or the issuance, amendment, reinstatement, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including who may be counsel to for the Borrower and its SubsidiariesBorrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all the Required Lenders (or such other number or percentage of the Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate, appropriate or (B) it shall first shall 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. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or Agreement and the other Loan Documents in accordance with a unanimous request of the LendersRequired Lenders (or such other number or percentage of the 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 be binding upon all the Lenders and all future holders of the NotesCredit Extensions.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document, instrument or conversation distribution) 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 or PersonsPerson, and (ii) upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including who may be counsel to for the Borrower and its SubsidiariesBorrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by under any Loan Document unless it under this Agreement, the Notes or the other Loan Documents unless (A) it shall first shall receive such advice or concurrence of all of the Requisite Lenders, the Requisite Revolving Credit Lenders or the FILO Documentation Agent, as applicable, as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders or the FILO Lenders, as applicable, against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Requisite Lenders, the Requisite Revolving Credit Lenders or the FILO Documentation Agent, as applicable (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 thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the NotesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex facsimile or teletype email message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesHoldings or any Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes Note as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, thereof shall have been delivered to filed with the Administrative Agent identifying the name of the subsequent payee or holder thereofAgent. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all of the Lenders 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 entitled to act or (Bwhere 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 shall 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. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or Agreement and the other Loan Documents in accordance with a unanimous 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 NotesLoans. No Lender shall have 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 give instructions hereunder).

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or teletype message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its Subsidiariesor Holdings), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes Term Loan Note as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, such Term Loan Note shall have been transferred in accordance with the provisions of this Agreement, subsection 10.6 and all actions required by such Section in connection with such transfer shall have been delivered to taken. Any request, authority or consent of any Person or entity who, at the Administrative Agent identifying time of making such request or giving such authority or consent, is the name holder of any Term Loan Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the subsequent payee case may be, of such Term Loan Note or holder thereofof any Term Loan Note or Term Loan Notes issued in exchange therefor. The Administrative Agent shall be entitled to fail or refuse, fully justified as between itself and shall be fully protected the Lenders in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all 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, appropriate or (B) it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement and any Term Loan Notes or and the other Loan Documents in accordance with a unanimous request of the LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a), 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 NotesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype telephone message, statement, order statement or other documentdocument or other writing (including any electronic message, instrument Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesCompany), independent accountants and other experts selected by the Administrative AgentAgent and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Credit Extension or the issuance of such Letter of Credit. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Company), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Lenders, Required 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 NotesLenders. (b) For purposes of determining compliance with the conditions specified in Section 5.1, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex telex, or teletype telephone message, electronic mail message, statement, order or other document, instrument document or conversation believed by it the Administrative Agent to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its Subsidiariesany Obligated Party or any of their respective Affiliates), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all of the Majority Lenders or the Required Lenders, as applicable, as the Administrative Agent deems appropriate and, if it deems appropriateso requests, or (B) it shall first shall 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. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous 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 thereto shall be binding upon all the Lenders and all future holders of the Notes.Lenders. For purposes of determining compliance with the conditions specified in Section 9.1, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by, or acceptable or satisfactory to, a Lender unless the Administrative Agent shall have received written notice from such 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, and shall not have incur any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditionsliability for relying upon, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, request, certificate, consent, waiver order, judgment, statement, instrument, document or request delivered 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 shall orally or by telephone and reasonably believed by it to have been duly authorized made by the proper Person, 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 transaction that by its terms must be fulfilled to the satisfaction of the Lenders, the Administrative Agent may presume that such condition is genuinesatisfactory to (i) the Required Lenders; if evidenced by a written approval from the Required Lenders, accurate and complete or (cii) to inspect a Lender if evidenced by a written approval from such Lender. The Administrative Agent may consult with legal 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 propertiesadvice of any such counsel, books accountants or records experts. The permissive rights of the Borrower or any of its SubsidiariesAdministrative Agent to do things enumerated in this Agreement shall not be construed as a duty. The Administrative Agent shall be entitled to rely, request and receive written instructions from the Required Lenders and shall be fully protected in relying (i) upon have no responsibility or liability for any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex losses or teletype message, statement, order damages of any nature that may arise from any action taken or other document, instrument or conversation believed by it to be genuine and correct and to have been signed, sent or made not taken by the proper Person Administrative Agent in accordance with the written direction of Required Lenders. For purposes of clarity, but without limiting any rights, protections, immunities or Persons, and (ii) upon advice and statements of legal counsel (including counsel indemnities afforded to the Borrower and its Subsidiaries)Administrative Agent LEGAL02/42958175v30 a hereunder, independent accountants and other experts 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. The ,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” and phrases of similar import that authorize or permit an Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignmentto approve, negotiation disapprove, determine, act or transfer thereof, decline to act in accordance with the provisions of this Agreement, its discretion shall have been delivered be subject to the Administrative Agent identifying receiving written direction from the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected in failing or refusing, Required Lenders to take such action or to exercise such rights. Nothing contained in this Agreement or any action required or permitted by it under this Agreement, the Notes or the other Loan Documents unless (A) it first Transaction Document shall receive such advice or concurrence of all of the Lenders as it deems appropriate, or (B) it first shall 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. In all cases require the Administrative Agent shall be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or the other Loan Documents in accordance with a unanimous request of the Lenders, and such request and to exercise any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notesdiscretionary acts.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document, instrument or conversation distribution) 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 or PersonsPerson, and (ii) upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including who may be counsel to for the Borrower and its SubsidiariesBorrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by under any Loan Document unless it under this Agreement, the Notes or the other Loan Documents unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Lenders, 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 thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Notes.Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. Exhibit 10.1

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or teletype message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesBorrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes Senior Interim Loan Note as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, such Senior Interim Loan Note shall have been transferred in accordance with the provisions of this Agreement, subsection 10.6 and all actions required by such subsection in connection with such transfer shall have been delivered to taken. Any request, authority or consent of any Person or entity who, at the Administrative Agent identifying time of making such request or giving such authority or consent, is the name holder of any Senior Interim Loan Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the subsequent payee case may be, of such Senior Interim Loan Note or holder thereofof any Senior Interim Loan Note or Senior Interim Loan Notes issued in exchange therefor. The Administrative Agent shall be entitled to fail or refuse, fully justified as between itself and shall be fully protected the Lenders in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all 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, appropriate or (B) it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement and any Senior Interim Loan Notes or and the other Loan Documents in accordance with a unanimous request of the LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a), 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 NotesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) rely upon any noteOfficer's Certificate, writingofficer's certificate of an Authorized Officer of any Senior Secured Party, resolution, notice, consent, Independent Engineer's certificate, affidavitcertificate of a Responsible Officer of the Collateral Agent or any other certificate, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order notice or other documentdocument (including any cable, instrument telegram or conversation telecopy) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its Subsidiaries)counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered 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 identifying shall be required to make payments to the name of the subsequent payee Senior Secured Parties or holder thereofother Persons only as set forth herein. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it 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, the Notes (ii) if such action is not specifically provided for in this Agreement or the other Loan Documents unless (A) Intercreditor Agreement and it first shall receive not have received any such advice or concurrence of all of the Lenders Collateral Agent as it deems appropriate, appropriate or (Biii) 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 shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Financing Document in accordance with a unanimous request of the LendersCollateral 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 such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Senior Secured Parties. In the event that the Administrative Agent is required to 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 perform such action if it has not first received such Officer's Certificate or other document and all future holders of the Notesshall be fully justified in continuing to fail to perform such action until such time as it has received such Officer's Certificate or other document.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document, instrument or conversation distribution) believed by it in the absence of bad faith 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 in the absence of bad faith to have been made by the proper Person or PersonsPerson, and (ii) upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of the Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of the Term Loan. The Administrative Agent may consult with legal counsel (including counsel to acting for the Borrower and its SubsidiariesBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes or the other Loan Documents unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Lenders, 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 thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the NotesAdministrative Agent to liability or that is contrary to the Loan Documents or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or teletype message, statement, order or other document, instrument document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower and its SubsidiariesToy Biz), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes Note or on account of any Loan as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, thereof shall have been delivered to filed with the Administrative Agent identifying the name of the subsequent payee or holder thereof(in its capacity as such). The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by under any Credit Document unless it under this Agreement, the Notes or the other Loan Documents unless (A) it first shall receive have received such advice or concurrence of all of the Lenders Majority Banks as it deems appropriate, appropriate or (B) it first shall be have been expressly indemnified to its satisfaction by the Lenders Banks or, at its option, the Majority Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction (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). In all cases 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 this Agreementthe 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 Notes 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 other Loan Credit Documents in accordance with a unanimous request of the Lenderssuch Banks), and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all the Lenders Banks and all future holders of the Loans and the Notes.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document, instrument or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including, for the avoidance of doubt, in connection with the Administrative 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 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 or PersonsPerson, and (ii) upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including who may be counsel to for the Borrower and its SubsidiariesBorrower), 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 Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent may deem and treat at any time request instructions from the payee Lenders with respect to any actions or approvals which by the terms of this Agreement or of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to Loan Documents the Administrative Agent identifying is permitted or desires to take or to grant, and the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by under any Loan Document unless it under this Agreement, the Notes or the other Loan Documents unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases No Lender shall have any right of action whatsoever against the Administrative Agent as a 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, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Lenders, 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 thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the NotesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Laws.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative ------------------------------------ Agent shall be entitled to rely, and shall be fully protected in relying (i) rely upon any noteOfficer's Certificate, writingofficer's certificate of an Authorized Officer of any Secured Party, resolution, notice, consent, Independent Engineer's certificate, affidavitcertificate of a Responsible Officer of the Collateral Agent or any other certificate, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order notice or other documentdocument (including any cable, instrument telegram or conversation telecopy) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its Subsidiaries)counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered 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 identifying shall be required to make payments to the name of the subsequent payee Secured Parties or holder thereofother Persons only as set forth herein. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it 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, the Notes (ii) if such action is not specifically provided for in this Agreement or the other Loan Documents unless (A) Intercreditor Agreement and it first shall receive not have received any such advice or concurrence of all of the Lenders Collateral Agent as it deems appropriate, appropriate or (Biii) 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 shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Financing Document in accordance with a unanimous request of the LendersCollateral 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 such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Secured Parties. In the event that the Administrative Agent is required to 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 perform such action if it has not first received such Officer's Certificate or other document and all future holders of the Notesshall be fully justified in continuing to fail to perform such action until such time as it has received such Officer's Certificate or other document.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in not incur any liability for relying (i) upon upon, any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, facsimile, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document, instrument or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower and its SubsidiariesObligors), independent accountants and other experts selected by the Administrative Agent, and shall not incur any liability for relying thereon. The Administrative Agent may deem and treat the payee of any Notes Note as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, thereof shall have been delivered to filed with the Administrative Agent identifying the name of the subsequent payee or holder thereofAgent. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes or the other Loan Documents Agreement unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriate, appropriate or (B) it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the Notes or the other Loan Documents in accordance with a unanimous request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. In determining compliance with any condition to the making of a Loan, the Administrative Agent may presume that such condition is satisfactory to any Lender unless the Administrative Agent receives notice to the contrary from such Lender prior to the making of such Loan. As to any matters not expressly provided for by this Agreement, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all future holders of the NotesLenders. 7.4.2 The Administrative Agent may consult with legal 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.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying (i) relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopier, telex or teletype telephone message, statement, order statement or other documentdocument or other writing (including any electronic message, instrument Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to the Borrower and its SubsidiariesBorrower), independent accountants and other experts selected by the Administrative AgentAgent and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation action taken or transfer thereof, not taken by it in accordance with the provisions advice of this Agreementany such counsel, shall have been delivered to the Administrative Agent identifying the name of the subsequent payee accountants or holder thereofexperts. The Administrative Agent shall be entitled to fail or refuse, and shall be fully protected justified in failing or refusing, refusing to take any action required or permitted by it under this Agreement, the Notes Agreement or the any other Loan Documents Document unless (A) it shall first shall receive such advice or concurrence of all of the Required Lenders as it deems appropriateappropriate and, or (B) if it so requests, it shall first shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. In all cases the The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes Agreement or the any other Loan Documents Document in accordance with a unanimous request or consent of the Lenders, Required 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 NotesLenders. (b) For purposes of determining compliance with the conditions specified in Section 5.01, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender.