Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, 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 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 the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowers), 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. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed 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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, 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 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 purchase of a Loan, or the issuance, extension, renewal or increase of a Letter of Creditany Note, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C IssuerPurchaser, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer Purchaser unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer Purchaser prior to the making purchase of such Loan or the issuance, extension, renewal or increase of such Letter of CreditNote. The Agent may consult with legal counsel (who may be counsel for the BorrowersNote 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. For purposes The Agent may request (i) instructions from the Required Purchasers (or such greater percentage of determining compliance holders of the Notes required) prior to taking any action or entering into any amendment, modification or supplement, making any determination, making any calculation, sending any notice, revoking any notice, making a selection, request, election or appointment (including failing to make a selection, request, election or appointment), exercising any voting rights or powers (including failing to exercise any voting rights or powers), exercising any rights or remedies (and all actions incidental or related thereto), releasing, subordinating and/or terminating any Lien, exercising any powers as the attorney-in-fact for the Issuer or any other Note Party, providing any consent, approval, instruction or direction (including failing to provide any consent, approval, instruction or direction) or making (or failing to make) any filing or recording in connection with the conditions specified in Section 4.01, each Lender that has signed this Agreement or any of the other Note 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 any amendments, modification or supplements until it receives such instruction (or calculation, as applicable) from the Required Purchasers (or such number or percentage of the holders of the Notes as shall be deemed to have consented tonecessary under the circumstances as provided for herein or in the other Note Documents) and (ii) such indemnity from the holders of the Notes, approved or accepted or to be satisfied within each case, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless as it reasonably deems appropriate (and until such instructions and indemnity, as applicable, are received, the Agent shall have received notice act, or refrain from acting, as it deems advisable in its sole discretion) and the Agent shall not incur liability to any holder of the Notes, the Issuer or any other Note Party by reason of so refraining. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Note Documents in accordance with a written instruction of the Required Purchasers (or, if so specified by this Agreement, all of the holders of the Notes), and such Lender prior request and any action taken or failure to act pursuant thereto shall be binding upon all of the proposed Closing Date specifying its objectionsholders of the Notes and all future holders of the Notes.

Reliance by the Agent. The Agent shall be entitled to rely uponupon any certification, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document notice or other writing communication (including any electronic messagethereof by telephone, Internet telex, telegram or intranet website posting or other distributioncable) believed by it to be genuine and correct and to have been signed, signed or sent by or otherwise authenticated by on behalf of the proper Person. The 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 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 the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowers)counsel, independent accountants and other experts selected by it. The Agent may deem and treat each Lender as the holder of Loans made by it for all purposes hereof unless and until a notice of assignment or transfer thereof satisfactory to the Agent signed by such Lender shall have been furnished to the Agent, but the Agent shall not be required to deal with any Person who has acquired a participation in any Loan from a Lender. As to any matters not expressly provided for by this Agreement or any other Credit Document, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Lenders or all of the Lenders as is required in such circumstance, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Agent makes no warranty or representation to any Lender and shall not be liable responsible to any Lender for any action taken statements, warranties, or representations made in or in connection with any of the Credit Documents. The Agent shall not taken by it in accordance with have any duty to ascertain or to inquire as to the advice performance or observance of any such counselof the terms, accountants covenants, or experts. For purposes conditions of determining compliance with any of the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted Credit Documents on the part of any Person party thereto or to be satisfied with, each document inspect any asset (including the books and records) of the Company or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the any of its Subsidiaries. The Agent shall have received notice from such not be responsible to any Lender prior to for the proposed Closing Date specifying its objectionsexecution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Credit Documents, or any other instrument or document furnished pursuant thereto.

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, 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 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 purchase of a Loan, or the issuance, extension, renewal or increase of a Letter of Creditany Note, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C IssuerPurchaser, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer Purchaser unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer Purchaser prior to the making purchase of such Loan or the issuance, extension, renewal or increase of such Letter of CreditNote. The Agent may consult with legal counsel (who may be counsel for the BorrowersNote 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. For purposes The Agent may request (i) instructions from the Required Purchasers (or such greater percentage of determining compliance holders of the Notes required) prior to taking any action or entering into any amendment, modification or supplement, making any determination, making any calculation, sending any notice, revoking any notice, making a selection, request, election or appointment (including failing to make a selection, request, election or appointment), exercising any voting rights or powers (including failing to exercise any voting rights or powers), exercising any rights or remedies (and all actions incidental or related thereto), releasing, subordinating and/or terminating any Lien, exercising any powers as the attorney-in-fact for the Issuer or any other Note Party, providing any consent, approval, instruction or direction (including failing to provide any consent, approval, instruction or direction) or making (or failing to make) any filing or recording in connection with the conditions specified in Section 4.01, each Lender that has signed this Agreement or any of the other Note 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 any amendments, modification or supplements until it receives such instruction (or calculation, as applicable) from the Required Purchasers (or such number or percentage of the holders of the Notes as shall be deemed to have consented tonecessary under the circumstances as provided for herein or in the other Note Documents) and (ii) such indemnity from the holders of the Notes, approved or accepted or to be satisfied within each case, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless as it reasonably deems appropriate (and until such instructions and indemnity, as applicable, are received, the Agent shall have received notice act, or refrain from such Lender prior to the proposed Closing Date specifying its objections.acting, as it 94 US-DOCS\127429400.24

Reliance by the Agent. (a) The 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, communicationaffidavit, consent, statementletter, instrument, telegram, facsimile, telex, telecopier or telephone message, statement 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 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 PersonPerson 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 the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Agent may consult with legal counsel (who may be including counsel for to the BorrowersLessee), independent accountants and other experts selected by itthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Required Lessors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lessors 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Operative Agreement in accordance with a request or consent of the Required Lessors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lessors. (b) Without limiting the generality of the foregoing, the Agent (i) makes no warranty or representation to any Lessor and shall not be liable responsible to any Lessor for any action taken statements, warranties or representations (whether written or oral) made in or in connection with any Operative Agreement; (ii) shall not taken by it in accordance with have any duty to ascertain or to inquire as to the advice performance or observance of any such counselof the terms, accountants covenants or experts. For purposes conditions of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted on the part of the Lessee or to inspect the property (including the books and records) of the Lessee; and (iii) shall not be satisfied withresponsible to any Lessor for the due execution, each legality, validity, enforceability, genuineness, sufficiency or value of any Operative Agreement or any other instrument or document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objectionsfurnished pursuant hereto.

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, 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 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, or renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C IssuerLender, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowersany 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. For The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of determining compliance assignment, negotiation or transfer thereof shall have been filed with the conditions specified Agent. The Agent shall be fully justified in Section 4.01, each Lender that has signed failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or 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 to, approved its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or accepted or continuing 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 take any such action. The Agent shall have received notice 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 Lender prior 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 be binding upon the proposed Closing Date specifying its objectionsLenders and all future holders of the Advances.

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for so reasonably relying upon, any notice, request, certificate, communication, consent, statement, instrument, document 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 sent, or otherwise authenticated by the proper Person. The 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 so reasonably relying thereon. In determining compliance with any condition hereunder to the making of a Loanany Credit Extension that, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must terms, shall be fulfilled to the satisfaction of a Lender or the L/C IssuerDIP Lender, the Agent may reasonably presume that such condition is reasonably satisfactory to such DIP Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such DIP Lender or the L/C Issuer prior to the making of any such Loan or the issuance, extension, renewal or increase of such Letter of CreditCredit Extension. The Agent may consult with legal counsel (who may be counsel for the Borrowers)counsel, independent accountants 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 accountants, or experts. For purposes The Agent may at any time request instructions from the DIP Lenders as to a course of determining compliance action to be taken by it hereunder and under any of the other DIP Loan Documents or in connection herewith and therewith or any other matter relating hereto and thereto. If Agent shall request instructions from the DIP Lenders with the conditions specified respect to any act or action (including failure to act) in Section 4.01, each Lender that has signed connection with this Agreement or any other DIP Loan Document, the Agent shall be deemed entitled to have consented to, approved refrain from such act 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 taking such action unless the and until Agent shall have received notice instructions from such Lender prior the Required DIP Lenders, and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the DIP Lenders shall not have any right of action whatsoever against the Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required DIP Lenders. Notwithstanding anything contained herein to the proposed Closing Date specifying contrary, the Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required DIP Lenders (or such other number or percentage of the DIP Lenders as shall be expressly provided for herein or in the other DIP Loan Documents), in each case, as specified therein, and such instructions shall be binding upon the Agent and each of the DIP Lenders; provided, however, that the Agent shall not be required to take any action which is contrary to any provision of this Agreement or the other DIP Loan Documents (as each may be amended, supplemented, or otherwise modified from time to time in accordance with its objectionsterms) or applicable Law.

Reliance by the Agent. The 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 or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, collateral security therefor, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to them shall have been duly authorized or is genuine, accurate and complete, or (c) to inspect the properties, books or records of the Borrowers. The Agent shall be entitled to rely uponrely, and shall be fully protected in relying and shall not incur relying, (x) upon any liability for relying uponwriting, any resolution, notice, requestconsent, certificate, communicationaffidavit, consentletter, cablegram, telegram, telecopy, telex or teletype message, statement, instrument, document order or other writing (including any electronic messagedocument, Internet instrument 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 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 LoanPerson or Persons, or the issuance, extension, renewal or increase (y) upon advice and statements of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowers)counsel, independent accountants and other experts selected by itthe Agent. The Agent may deem and treat each Existing Lender party hereto or any Assignee as an Existing Lender 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 Agent identifying the name of any successor or Assignee. The Agent shall be entitled to fail or refuse, and shall not be liable for fully protected in failing or refusing, to take any action under this Agreement or the other Loan Documents unless (a) it first shall receive such advice or concurrence of the Majority Lenders as it deems appropriate, or (b) it first shall be indemnified to its satisfaction by the Existing 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. In all cases the Agent shall be fully protected in acting, or in refraining from acting, under this Agreement or the Loan Documents in accordance with a request of the Majority Lenders, and such request and any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement failure to act pursuant thereto 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 binding upon all the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objectionsExisting Lenders and all future holders of Existing Indebtedness.

Reliance by the Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, 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 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 Term 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 the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of CreditTerm Loan. The Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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. Without limiting the generality of the foregoing, the Agent: (i) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (ii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Loan Documents or any related documents on the part of the Borrower, the Loan Parties or any other Person or to inspect the property (including the books and records) of the Borrower and Loan Parties; and (iii) shall not be responsible to any Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other Loan Documents, any related document or any other instrument or document furnished pursuant hereto or thereto. The Agent shall not have any liability to the Borrower, any Loan Party or any Lender or any other Person for the Borrower’s, any Loan Party’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Loan Document. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and unless 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 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 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. For purposes of determining compliance clarity, phrases such as “satisfactory to the Agent,” “approved by the Agent,” “acceptable to the Agent,” “as determined by the Agent,” “in the Agent’s discretion,” “selected by the Agent,” “elected by the Agent,” “requested by the Agent,” “waived by the Agent,” “consented to by the Agent,” “agreed by the Agent” and phrases of similar import (including, without limitation, any actions required of the Agent in connection with the conditions specified collection, adjustment or settlement under an insurance policy pursuant to any Loan Document, or any actions required of the Agent in Section 4.01connection with or arising from the Cases) that authorize and permit the Agent to approve, each Lender that has signed this Agreement shall disapprove, determine, act or decline to act in its discretion may be deemed subject to have consented to, approved the Agent’s receiving written direction or accepted consent from (or non-objection by) the Required Lenders to take such action 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 Agent shall have received notice from exercise such Lender prior to the proposed Closing Date specifying its objectionsrights.