Common use of Delegation of Duties; Reliance Clause in Contracts

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Pro Rata Part of the Obligations hereunder Principal Debt for all purposes until until, subject to Section 14.12, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion ’s Pro Rata Part of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the a Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their ------------------------------ duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 14.12, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and The Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders The Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representatives. The Agent, the Lenders Lenders, and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion part of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 12.14, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion part of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default (other than a Default of the types specified in Section 10.1) unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, and the Lenders Lenders, the LC Issuing Bank and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the LC Issuing Bank, the Lenders and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's ’s portion of the obligations hereunder until that notice is given and received), (c) are not deemed to have notice of the occurrence of an any Default or Event of Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, and the Lenders Lenders, the LC Issuing Bank and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the LC Issuing Bank, the Lenders and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Credit Parties and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that any Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or any other Loan Document or (ii) any other writing if a specific writing is required by this AgreementAgreement or any other Loan Document), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that such Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 14.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 11.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the Lenders and the Lenders, the LC Issuing Bank and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the LC Issuing Bank, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Administrative Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 14.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, and the Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective officers, agents, or other representatives. The Agent, the Lenders Lenders, and their respective officers, agents, or other representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Potential Default or Event of Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, Borrower and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts. In this regard, each Lender acknowledges that Xxxxxx & Xxxxxx L.L.P. is acting in this transaction as special counsel to the Arranger only in respect of the Senior Revolving Credit Agreement, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, Borrower and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts. In this regard, each Lender acknowledges that Vxxxxx & Exxxxx L.L.P. is acting in this transaction as special counsel to the Arranger only in respect of the Senior Revolving Credit Agreement, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Agent, Administrative Agent and the Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 14.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Potential Default or Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their ------------------------------ duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt for all purposes until until, subject to Section 14.12, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that any Lender (but nothing in this clause CLAUSE (aA) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that such Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the Lenders and the Lenders, the LC Issuing Bank and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the LC Issuing Bank, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Administrative Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the 55 Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the any Agent, the and Lenders and the any Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Each Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the such Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the any Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the such Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the such Agent has been notified by a Lender or the BorrowerBorrowers, and (d) are entitled to consult with legal counsel (including counsel for the BorrowerBorrowers), 52 independent accountants, and other experts selected by the such Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent and LC Issuer may perform any of their respective duties or exercise any of their rights respective Rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Agent, the Lenders Administrative Agent and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)LC Issuer, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 11.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent or LC Issuer and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, and the Lenders and the 49 Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or Administrative Agent, that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender Holder as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Holder for all purposes until until, subject to Section 14.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is Holder shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Holder or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge received written notice from a Holder or the Agent has been notified by any Borrower and stating that such notice is a Lender or the Borrower, "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the any Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 11.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.. 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender Bank as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Bank for all purposes until until, subject to SECTION 12.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is Bank shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Bank or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender Bank or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to Section 14.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an Unmatured Default or Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a “Notice of Default,” and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Revolver Principal Debt owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Revolver Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the any Agent, the and Lenders and the any Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Each Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the such Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the any Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the such Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the such Agent has been notified by a Lender or the BorrowerBorrowers, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the such Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion Lender of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holderLender, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their ------------------------------ duties or exercise any of their Rights under the Loan Documents by or through the appropriate Agent, and Lenders and Agents may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesAffiliates and Representatives. The Agent, the Lenders Each Agent and each Lender (and each of their respective representatives Representatives) (a) are is entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)it has selected, (b) are is entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder US Obligation or the UK Obligation, as the case may be, for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent it (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder US Obligation or the UK Obligation, as the case may be, until that notice is given and received), (c) are is not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of that Agent or that Lender, as the Agentcase may be, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by either Agent, a Lender Lender, or the a Borrower, and (d) are is entitled to consult with legal counsel (including counsel for the any Borrower), independent accountants, and other experts it has selected by the Agent and are is not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.. Credit Agreement ----------------

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representativesits Representatives. The Agent, the Lenders Administrative Agent and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrowers and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the BorrowerBorrowers), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 12.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the 55 FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the BorrowerCompany, and (d) are be entitled to consult with legal counsel (including counsel for the BorrowerCompany), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and Credit Agreement 87 stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion opinions of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrowerany Company), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Facility B Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Facility B Lender as the owner and holder of its portion of the Obligations hereunder Facility B Principal Debt owed to such Facility B Lender for all purposes until until, subject to SECTION 11.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Facility B Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Facility B Principal Debt owed to such Facility B Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Facility B Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Facility B Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the Lenders and the Lenders, the LC Issuing 62 56 Bank and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the LC Issuing Bank, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Administrative Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Agents may perform any of their respective duties or exercise any of their respective rights under the Loan Documents Papers by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representativesits Representatives. The Agent, the Lenders Agents and their respective representatives Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal debt owed to such Lender for all purposes until until, subject to SECTION 14.2, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, Borrower and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts. Each Lender acknowledges that Vxxxxx & Exxxxx L.L.P. is acting in this transaction as special counsel to Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Facility A Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Facility A Lender as the owner and holder of its portion of the Obligations hereunder Facility A Principal Debt owed to such Facility A Lender for all purposes until until, subject to SECTION 11.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Facility A Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Facility A Principal Debt owed to such Facility A Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Facility A Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Facility A Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any ------------------------------ of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights rights, remedies, powers, privileges and benefits under the Loan Documents by or through the Administrative Agent, and the Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights rights, remedies, powers, privileges and benefits under the Loan Documents by or through their respective representatives, officers, directors, employees, attorneys, and agents. The Administrative Agent, the Lenders and their respective representatives representatives, officers, directors, employees, attorneys and agents (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that such Lender (but nothing in this clause (a) permits shall permit the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Revolving Commitment and its Extensions of the Obligations hereunder Credit for all purposes until until, subject to Section 10.04, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of, or a Participant in, such Lender’s Revolving Commitment and Extensions of or Participant in that Lender's portion of the obligations hereunder Credit until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default or Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and the transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, and the Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or Administrative Agent, that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Facility B Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Facility B Lender as the owner and holder of its portion of the Obligations hereunder Facility B Principal Debt owed to such Facility B Lender for all purposes until until, subject to SECTION 11.14, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Facility B Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Facility B Principal Debt owed to such Facility B Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Facility B Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Facility B Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Pro Rata Part of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 14.12, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion Pro Rata Part of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (aSECTION 10.7(d) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Pro Rata Part of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 11.2, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender given before receipt of such notice is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion Pro Rata Part of the obligations hereunder until that notice is given and receivedPrincipal Debt), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by Agent (and/or any such Lenders, as the Agent case may be) and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that any Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement Agreement, or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant participant in that such Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless UNLESS a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that any Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement Agreement, or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive CREDIT AGREEMENT and binding on each subsequent holder, assignee assignee, or transferee of or Participant participant in that such Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless UNLESS a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Credit Parties and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that any Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or any other Loan Document or (ii) any other writing if a specific writing is required by this AgreementAgreement or any other Loan Document), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that such Lender's =s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the a Borrower, and (d) are entitled to consult with legal counsel (including counsel for the BorrowerBorrowers), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Facility A Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Facility A Lender as the owner and holder of its portion of the Obligations hereunder Facility A Principal Debt owed to such Facility A Lender for all purposes until until, subject to SECTION 11.14, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Facility A Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Facility A Principal Debt owed to such Facility A Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Facility A Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Facility A Lender or the Borrower, and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion opinions of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrowers and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrowerany Company), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult Senior Secured Term Loan with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (ce) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, accountants and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.. FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 65 AMERICAN NATIONAL BANK and HARRXX XXXK -- ULTRAK OPERATING, L.P. 78

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the Lenders and the Lenders, the LC Issuing Bank and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the LC Issuing Bank, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent Administrative Agent, the LC Issuing Bank or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender Lender, the LC Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Credit Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Credit Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.. CREDIT AGREEMENT 39

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's ’s portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, Borrower and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts. Each Lender acknowledges that Xxxxxx & Xxxxxx L.L.P. is acting in this transaction as special counsel to Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligations until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion Lender of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holderLender, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an Event of Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be d-699365.10 69 CoorsTek Credit Agreement ------------------------- liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Pro Rata Part of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 14.12, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion Pro Rata Part of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default or Potential Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Restricted Borrowers and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the BorrowerBorrowers), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion Pro Rata Part of the Obligations hereunder Principal Debt for all purposes until until, subject to SECTION 14.12, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion Pro Rata Part of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representativesits Representatives. The Agent, the Lenders Administrative Agent and their respective representatives its Representatives shall: (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 11.12, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an Event of Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the BorrowerCompany, and (d) are be entitled to consult with legal counsel (including counsel for the BorrowerCompany), independent accountants, accountants and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (aA) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that any Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that such Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless or Potential Default UNLESS a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of ------------------------------ their duties or exercise any of their rights Rights under the Loan Documents Papers by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents Papers by or through their respective representativesRepresentatives. The Agent, the Lenders and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt for all purposes until until, subject to Section 14.12, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder Principal Debt until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Agent, the and Lenders and the Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement agreement or (ii) any other writing if a specific writing is required by this Agreementagreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents Papers by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Principal Debt owed to such Lender for all purposes until until, subject to SECTION 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Principal Debt owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless UNLESS a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents Papers and transactions thereunder, has actual knowledge received written notice from a Lender, a Loan Party, or the Agent has been notified by DCCLP and stating that such notice is a Lender or the Borrower, "NOTICE OF DEFAULT," and (d) are be entitled to consult with legal counsel (including counsel for the Borrowerany Loan Party or DCCLP), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

Delegation of Duties; Reliance. The Lenders may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through the Administrative Agent, the and Lenders and the Administrative Agent may perform any of their duties or exercise any of their rights Rights under the Loan Documents by or through their respective representativesRepresentatives. The Administrative Agent, the Lenders Lenders, and their respective representatives Representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent or that Lender (but nothing in this clause CLAUSE (a) permits the Administrative Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation for all purposes until until, written notice of the assignment or transfer is given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is conclusive and binding on each subsequent holder, assignee assignee, or transferee of or Participant in that Lender's portion of the obligations hereunder Obligation until that notice is given and received), (c) are not deemed to have notice of the occurrence of an a Default unless a responsible officer Responsible Officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Administrative Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants accountants, or experts.

Delegation of Duties; Reliance. The Lenders Administrative Agent may perform any of their its duties or exercise any of their rights its Rights under the Loan Documents by or through the Agent, the Lenders its Representatives. Administrative Agent and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives its Representatives shall (a) are be entitled to rely upon (and shall be protected in relying upon) any written writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or oral statement teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement)Administrative Agent, (b) are be entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder Obligation owed to such Lender for all purposes until until, subject to Section 13.13, written notice of the assignment or transfer is thereof shall have been given to and received by the Administrative Agent (and any request, authorization, consent consent, or approval of any Lender is shall be conclusive and binding on each subsequent holder, assignee assignee, or transferee of the Obligation owed to such Lender or Participant in that Lender's portion of the obligations hereunder thereof until that such notice is given and received), (c) are not be deemed to have notice of the occurrence of an a Default unless a responsible officer of the Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by received written notice from a Lender or the Borrower, Borrower and stating that such notice is a "Notice of Default," and (d) are be entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Administrative Agent and are shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts.